Sonic: Friendship is Eternal
by VGFanatic
Summary: What happens when Eggman sets his sights on the world of Equestria? will the Mane 6 fare well against him? or will they require the help of an ally from another world. *rated T to be safe. first crossover fic and i know my summary kinda sucks* currently on Hiatus
1. And so it begins

Disclaimer: i do not own MLP:FIM it is copyright of Hasbro and Lauren Faust.

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i also don't own Sonic, it is copyright of Sega and Sonic Team

One day, at the Base of the "cunning" Dr. Eggman.

"shall i cross out the Egg Wyvern as a useful tool against Sonic?" a robot that assisted the doctor asked. Eggman just gruffed at him, "do what you want, but know this. Sonic will be defeated" he said confidently. "and i'll add another tally to the number of times you've said that" another said. "what number is he at?" one robot asked "37" the robot replied.

Eggman growled at them, "keep quiet bolt brains!" he ordered. The robots did as ordered and shut up. "i need a new plan. a new way to beat Sonic" Eggman said as he sat there in thought. one Robot seemed restless before being nudged by a fellow robot. "sir if i may?" the robot began "speak" Eggman said. The robot mentally sighed in relief, "well sir, during the fight between you and Sonic we picked up readings from an unidentified source. we isolated the signal in a hurricane."

Eggman was shocked, "What? off the coast of this continent? impossible!" he said. "The readings must be off" he said. "sir, we triple checked the readings. it is a Hurricane." the robot said. "send a scouting pod, i want them to investigate" The doctor ordered The robot saluted, "it will be done sir"

in the hangar

The scouting pod, a giant bee like ship carrying dozens of little honycomb shaped scout robots was being booted up. after being given its mission it lifted off the ground with its thrusters and zoomed at high speed toward the Hurricane to investigate.

"and now we wait" Eggman said before he got a signal from the pod. What he saw was a Hurricane indeed, but it was much smaller than he imagined. about the size of a small car, the eye of the Hurricane big enough for a man to fit perfectly inside of. Though it's what was in the eye that had him perplexed. in the eye was what looked like a portal of sorts, within which was what looked like a town.

"interesting" Eggman said as he stroked his large mustache, "deploy the drones" he ordered. The pod did as instructed, deploying 50 drones into the portal. Eggman's computer began to receive and analyze the data from the drones as they ventured into the unknown.

other side of the portal

Ponyville, a beautiful town in the world of Equestria. full of plenty of interesting characters that went about their day. Here we find a Tree, that has been hollowed out into a library and doubles as a house for a Lavender coated Unicorn named Twilight Sparkle, her magic sparkle cutie mark adorning her flank as her violet mane and tail shone with volume and health. She was in the middle of her studies, looking over some books on the table. Some dealt with Magic, others dealt in Astrology. Her horn glowed as she used her magic to turn the page of the current book she was reading, which was about theoretics on Portals and Space/Time transmission. She was so into the book she didn't hear a knock at her door. Luckily her #1 assistant, Spike answered it. Now Spike is a baby dragon, purple scales, green ones adorning his head and back. his underbelly was a paler color of his scales. Answering the door brought a smile to his face as he saw Rainbow Dash, a cyan pegasus pony with a rainbow mane and tail, and beautiful purple eyes standing there. her cutie mark being a cloud with a rainbow lightning bolt coming out of it. "heya Rainbow Dash" Spike said. she grinned at the baby dragon, "heya Spike. Twilight around?" she asked. Spike pointed over to Twilight, who was still reading the book.

she turned another page as Rainbow just smiled and shook her head, "Of course" she said going inside and walking up to her. She looked over the Lavender Unicorns shoulder to get a better look at what she was reading. Soon though it occured to Rainbow Dash, /i don't understand a single thing she's reading/ she thought before taking a deep, silent inhale. "HEYA TWILIGHT!" she shouted happily at her friend. This caused two things, Twilight screaming in surprise and Twilight jumping so high she almost hit the ceiling.

"oops" Rainbow said as she tried to stifle her laughter. Twilight huffed, "Rainbow Dash! how many times have i told you not to scare me like that?" she asked sternly.  
"lost count" Rainbow said before losing to her laughter and falling to the floor as she laughed. Twilight just shook her head and smiled, "so what's up?" she asked after catching her breath Dash turned to her, "well i wanted to see if you were going to make it to the picnic today" "oh shoot, i forgot that's today" she said. Having forgotten about the picnic with her friends today. "don't worry, they're just now heading out there. We can meet up with em if we hurry" Rainbow said before earning a nod from Twilight. "coming Spike?" she asked. "sure" the Dragon replied happily before hopping onto Twilight's back. The two ponies smiled before leaving the tree and heading toward where the picnic was, a nice little place near a lake.

Twilight ran as Dash did what she did best, fly. after what seemed like 3 minutes, they finally arrived, where their friends had started to set up the picnic. "heya guys" Twilight said as she walked up to them. Dash just landed nearby.

"oh hello darling" a white unicorn with an elegant purple mane said, her cutie mark being 3 rhombus shaped diamonds. Rarity is her name and Fashion Designing is her game.

"hiya Sugarcube" an Orange Pony with a farmer's accent said with a smile. her blonde mane in a ponytail and her cowgirl hat being the main identifiers, as well as her cutie mark which was 3 red apples. her name is Applejack

"glad you could make it" a timid pegasus said, her coat an peaceful spring yellow. her mane a spring pink. her cutie mark being 3 pink butterflies. her name is Fluttershy kindest pony you'd ever meet. her voice was quiet but still hearable. very peaceful and caring.

"wouldn't be a picnic without you!" a pink pony said, her curly darker pink mane bouncing as she moved. her name is Pinkie pie, 3 party ballons being her cutie mark and her eyes sky blue and brimming with joy.

"aw, thanks you guys" Twilight said.

back at Eggman's base

"so...a world filled with nothing but Ponies, Pegasi, and Unicorns..." Eggman said, thinking more and more. One of the drones was sending some data, some very interesting data "what's this? a strange power?" he asked before the drone went silent. "seems someone is gaurding a naughty little secret from me" he said.

"so what did we get from the data?" he asked turning to a robot. "well sir, the data suggests there were 6 individual powers, the data is insuffecient to say what they represented in power" a robot said. he turned back to his console, "message to all Drones, investigate that lost signal, find out what happened and what that power is" he ordered before data started being sent by 6 drones that were nearby. each one going silent after a minute.

"anything?" Eggman asked the robot. "yes sir, the power is incredible, but it's dormant. needs some type of trigger" the robot said. "alright, leave that all to me" he said before turning to his armory there stood several robots designed to cause chaos. 6 in total, slowly being booted up at the push of a button. "listen to me Hex unit, i want you to go through that portal and retrieve that power source. failure is not an option" Eggman ordered. Earning salutes from all 6 before they fired up their jets and flew to the portal dropping in to accomplish their mission.

Ponyville

The robots flew down, landing outside the town softly. "Mission start" the one with a red E on its chest said. they were all black E series robots, looking similar to E-101mkII only with legs similar to Omega's. they stood there, unmoving. scanning for a place of interest. "there" one said pointing in the direction of Cloudsdale. "let's go" one said as they fired up their jets and flew in that direction. Twilight was walking home from the picnic, "Spike, do you feel as if something is off about today?" she asked.  
the baby dragon thought for a bit, "hmm, nope" he said simply. "why what's up?" he asked. she sighed, "well i feel as if something is going to happen." she said.

"something? like what?" he asked.

"something bad"


	2. The first strike

Disclaimer: i do not own anything except this fanfic. Sonic is copyright of Sega and Sonic Team. MLP:FIM is copyright of Hasbro and Lauren Faust

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Cloudsdale, a bustling city resting on the clouds. home to the Pegasi of Equestria, and our very own Rainbow Dash. the city was peaceful, full of pegasi flying around happily. Rainbow Dash was on a cloud a distance away. relaxing as she looked at the city, smiling at her birthplace that is until a bright flash went off. followed by a loud noise, an explosion. "What the hay?" she asked before getting up and flying there full speed.

meanwhile in the city

Gilda, a griffon and citizen of Cloudsdale arrived at the explosion, the buildings nearby having caught fire. "what the?" she wondered as the 6 robots marched through the hole they made in the wall of the city. "hey!" she said gaining the attention of the green E bot. "get out of my city!" she said before diving down at the green one tackling it into the cloud "what the? how are you not falling?" she wondered when the robot didn't sink into the clouds. the Green E whirred a bit before pushing her off and standing up, aiming it's arm cannon at her. Gilda managed to roll out of the way before striking its eyes with her talons, which proved ineffective. the robot punched her down before firing another shot, missing again.

"dang...what are they?" she wondered as she flew above. the 6 took aim and began to shoot rockets at her, the explosions going off around her. daring to blast her out of the sky. "oh man. what do i do?" Gilda wondered before one finally hit her, causing her to shriek in pain before falling. only to be caught by Rainbow Dash.  
"Dash...you came..." she said weakly before falling unconscious. Dash set her down before turning to the robots.

Growling in anger, "you punks got a lot of nerve!" she said before flying at them fast as she could. Stopping just short of the green one and pivoting on her forelegs to face away from him, lifting her hind legs and giving a buck to the robot. The bucks power was intensified from the momentum it carried over from her flying. the Armor of the Green one cracking and breaking from the force as it was sent into a Pillar from the buck. the robot then hit the cloud before the pillar fell on top of it, destroying it. This resulted in its body falling from the clouds and to the earth below. Blue E turned to Dash before grabbing her and slamming her into a nearby pillar before it and the other 4 took off and flew away at high speed, "new target located" Red said as he lead them toward Sweet Apple Acres. Dash stood weakly before managing to fly up and chase after them, going as fast as she could. "just what are these things? and where are they..." she gasped upon realizing they were headed toward Sweet Apple Acres. "oh no you don't!" she proclaimed as she sped up, catching up to the robots. Blue E turned and fired some rockets at her to try to knock her out of the sky. the explosions close to Dash, causing her to maneuver around and lose ground but not speed, she kept dodging getting faster until one managed to hit her and send her toward the ground. She shook off the hit since it was just a graze, but the shockwave was enough to knock her down. she then got an idea, going into a divebomb to go faster and faster and faster, soon reaching a speed that made her eyes tear up from the wind. as soon as she was about to hit the ground she shot up in an explosion of speed. a rainbow ring appearing at the sight of her ascent. a rainbow trail following her as she shot toward the bots at Sonic Speed. she had performed her Sonic Rainboom. She zoned in on the Blue one so fast it didn't have any chance, the hit so forceful that it was torn in half, the two halves exploding. Dash looped around going after the other four.

Sweet Apple Acres, just below the fight

Applejack, her sister Applebloom, big brother Big Macintosh watched as one robot was destroyed by Rainbow Dash. "what in tarnation?" she wondered before one was slammed by Dash. the Robot flying toward the ground and landing with a loud crash. Rainbow Dash soon began to slow down as her Sonic Rainboom began to end, "oh no not now" she said, exhausted from it. Yellow E grabbed her and tossed her at the ground. Red stood up from the hit it took, "eliminate" it said charging its arm cannon and aiming at Dash, that is until Applejack lasoed its arm and pulled the bot to the ground. "not on my watch pardner" she said. Red stood, aiming both arm cannons at Applejack. she dove at the bot, tackling it as it missed its shots. Red tossed her off and stood again, aiming a huge shot, "don't think so" Applejack said before giving the bot a good buck, destroying its armor and sending it into a tree.

"Applejack!" Twilight called out as she, Pinkie Pie, Fluttershy, and Rarity ran onto the farm. the other 3 robots landing. Yellow, Purple, and White. "danger, imminent threats detected" White said before launching a volley of shots at the ponies. Twilight casted a shielding spell, protecting them all. "how rude" Rarity said. Pinkie Pie laughed before jumping over to the yellow one, hopping circles around it as it missed every shot. she then jumped on its head before a chisled rock was tossed with magic at Yellow, piercing its armor and core. White aimed at them again. Applejack threw a laso over Purple pulling it at full force toward her and bucking it once it was close enough, defeating it. White just stood there before it backed off. "you haven't won yet" it said before raising its arms. Dash managed to stand up at this point. pieces of the other bots flew toward White before infusing with it. the bot was now different, it was much taller had more weaponry, better armor and was menacing too. it's symbol being all 6 colors arranged in a sawblade pattern. "you will be annihalated." it said "oh man...what now?" Dash asked. Applejack ran up and bucked its leg, only to find it was unaffected. The bot swatted her away, its chest opening to reveal a cannon which began to charge.

Fluttershy was hiding in fear, "what do we do?" she asked. /we need the elements...but how can we get them? they're at the palace in Canterlot/ Twilight thought. the situation was bleak, the robot charging for its final attack "70%" it said, close to firing it. "TWILIGHT!" Spike called out as he ran up to the ponies, holding their Elements of Harmony.

"how did.." Twilight said. "i get these?" he asked, "Princess Celestia sent them" he said giving them each their respective elements. "90%" the robot called.  
Twilight and the others channeled their elements soon floating off the ground. Twilights eyes glowing with power. "FIRE!" the bot said firing the attack only to have it blocked before the Rainbow of Harmony was fired, tearing through the attack and hitting the bot. it spiraled around it, destroying it piece by piece. soon the rainbow faded and the girls landed on the ground a little dizzy from that. "whoa...that thing took a beating" Twilight said. noticing it was no longer there. "so strange. what was that thing?" she asked in wonderment.

Eggmans base

Eggman smiled evilly. "perfect, the Hex Squad accomplished their mission. though it seems the power is once again gone..." he said noticing the scan results.  
"i'll just have to go there, set up shop and retrieve the power for myself" he said "get the Egg Carrier ready, we're moving to a new A.O." he ordered before getting in his Egg Mobile and going to the hangar to board the Egg Carrier and leave for Equestria.

meanwhile

Sonic was relaxing with his friends. they were having a picnic to celebrate trumping Eggman again. Tails, Knuckles, Cream and her chao Cheese, Amy, Big and Froggy, Vector, Charmy, Espio, Silver, Blaze, Marine, Rouge, Omega, and even Shadow were there. "once again, Eggman loses and we win" Vector said, earning a few cheers.  
Sonic smiled, opening his eyes and rubbing them to make sure he saw what he saw. "hold the phone guys" he said. "looks like he's up to something"

"oh boy." Vector said. "let's check it out" Sonic said before he and his friends went to check it out. soon they could see the hurricane. the Eggcarrier fired something to expand the portal. as it entered, the master emerald, the chaos emeralds and Sonic and his friends were swallowed up by the portal. the chaos emeralds scattering as they exited the portal. same with sonic and his friends


	3. Chaos in Equestria

Disclaimer: i do not own anything except the fanfic. Sonic is copyright of Sega and Sonic Team. MLP:FIM is copyright of Hasbro and Lauren Faust

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Chaos in Equestria

Sonic awoke in a dark place, his vision blurry after being hurled through the portal. He slowly sat up, letting his head recover from it all.

"Man what happened?" he groaned softly. Looking around he realized he was in a dark wooded area. "Well shoot…might as well get a move on see what I can find." He began to stand, a little wobbly as he took one step then another. Slowly making progress he continued to walk before trying to speed up. He took two steps in his attempt to run before hitting the ground. Groaning he got back up slowly, dirt covering his fur from the fall.

"Well darn….I won't be making much progress at this rate." He said starting to walk again, using the trees as supports whenever his balance faltered. Despite his rather decent progress he had to stop to rest, due to his muscles being sore from the fall and interdimensional transport. He panted as sweat dripped off his face toward the ground; he raised his head and noticed a hut in the distance.

"Here's hoping that someone lives there and is friendly" he said to himself before he began walking again. His legs cried out for rest as he walked, pushing through the discomfort to reach the hut. Step after agonizing step, for what seemed like hours but in reality was only a few minutes, he got closer and closer. "Help…me…." He called out as loud as he could before hitting the ground, hoping he was heard as he blacked out.

Meanwhile at Sweet Apple Acres

Applejack could be seen doing what she was good at, bucking the apples out of trees. Her little sister Applebloom could be seen helping with the wooden baskets full of apples, putting them where they were needed. She walked up to her big sister before asking, "Applejack, have you had a weird feeling about today?"

Applejack ceased her bucking to look at her little sister, "Well, no. Can't say that I have." She said before turning back and bucking the tree, making the apples fall into the baskets. "Why do you ask?"

"Well, it's because I've just had the oddest feeling about today. Like that everything is gonna change" Applebloom said with a bit of a worried expression on her face. Applejack just smiled at her sister before pulling her close to hug her, "it'll be alright ya silly filly" she said. "I mean it's not like some fellar who's all red in the face is gonna march onto the farm." As if on cue someone, or rather some Echidna of red fur limped onto the farm near the two sisters. He was holding his left arm since it was injured. His fur was dirty and messy from what he went through to get there. He took one look at them before hitting the ground, unconscious.

"you were sayin?" Applebloom asked, causing her older sister to smile nervously.

Everfree Forest

Sonic awoke rather drowsy from his ordeal, though something was different. He was lying in a bed inside the hut he guessed. He could hear what sounded like someone else moving about and doing something. Turning his head he was met with a curious site. A zebra, messing with a cauldron and apparently making a brew of sorts.

"what the?" he asked weakly, as he tried to sit up, which was difficult.

"ah, awoken has the one with fur of blue. Where do you come from? Tell me and tell me true" the Zebra spoke, judging by the voice it was female. Sonic was surprised she could talk, but also in rhyme. He did his best to shake off the confusion as he looked at her.

"come now, don't be shy. Tell me all you can, give it a try" she said.

Sonic thought for a moment before speaking, "my name is Sonic, Sonic the Hedgehog." With a weak voice and smile he managed to tell her that. "what's your name?"

"Zecora is my name. and potion brewing is my game" she said with a smile. Sonic smiled a bit more, his whole body aching as he laid there. "rest is what you must do. When you wake I will have finished this brew" she said as she continued to work on it. He just nodded a bit before his eyes closed and he drifted off to sleep.

Sweet Apple Acres

The Echidna was lifted onto a bed, with a hefty grunt Applejack turned to her older brother. A Stallion with a red coat and orange mane, his cutie mark half a green apple. "Mighty thanks for the help Big Macintosh" she said. "Eeyup" he replied simply before looking at the echidna.

"sure is a strange feller, dunno where he came from" Applejack said. "Eeyup" Big Macintosh replied. Soon the eyes of said Echidna lifted up slowly, "Wha-where?" he asked weakly as he waited for his eyes to regain focus. When they did a smile was not what the first image brought. Quickly he jumped out of the bed and backed away from what he saw, which was ponies.

Applejack and her brother were both perplexed by that sudden movement. "You feelin alright partner?" Applejack asked.

"It talks?" he asked in shock. "Yes I do. And my name is not it. I'm Applejack" she said rather sternly. "Where is it?" Knuckles asked after his brain started to come back to him.

"Where is what?" Applejack asked. Knuckles growled before shouting "The Master Emerald! What did you do with it?"

"Calm down partner, we ain't got your Emerald thingie" she said. "Lies!" he shouted before charging at them. "Give me back the Emerald!" he shouted before being bucked in the head by Applejack, sending him into a wall and into sleep.

"Sheesh, I think he's a few trees short of an orchard" she said as she got him back onto the bed with the help of her brother, "Eeyup" he agreed.

Ponyville, Twilight's house

Twilight was looking over a few books on spell casting as she usually did. Using her magic to turn the page as she read. Spike was happily playing with his pet Phoenix, Peewee. The little bird chirping happily as they played. Twilight turned to watch them, smiling happily at how cute it was. Suddenly her name was heard being called; "Twilight!" three little voices were the source of the call. The door opened and the Cutie Mark Crusaders entered. An orange coated Pegasus filly with a magenta mane and tail named Scootaloo. A white unicorn filly with a purple and light purple mane named Sweetie Belle. And lastly Applebloom all fell through the door, looking frantic.

"what's all the commotion girls?" Twilight asked. "you gotta come see this" Applebloom said as she, Scootaloo and Sweetie Belle urged her to come with them by nudging her legs.

"alright alright" she said before following the girls to their hangout. After a few minutes of running they arrived at the clubhouse on Sweet Apple Acres. "so what's going on?" Twilight asked before they opened the door, "look at this" Scootaloo said.

Twilight sighed, thinking it was a bug or something as she walked through the door. Though she was very surprised to find no bug, but something else. Something Black and Red, and unconscious laying on the clubhouse floor with pieces of wood lying around it. She looked up and saw that whatever it was crashed through the ceiling.

"do you know what it is?" Sweetie Belle asked.

"not a clue" Twilight said


	4. Princess meets Princess

Disclaimer: i do not own anything except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team.

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Princess meets Princess

Celestia had the strangest feeling today, the air seemed different. It seemed full of suspense and a hint of dread. She tried to pass it off as something unimportant, but it managed to creep back into her mind preventing her from ignoring it. Celestia has a white coat and mix of pink green and blue in her mane and tail, both of which constantly flow, since her level of Magic was so high it resulted in that. Now Celestia is an Alicorn, a winged unicorn, and she is over 1000 years of age yet is still very elegant in appearance. Her cutie mark is the sun, since she is in charge of making it rise and fall every day. Her little sister Luna was picking up on her sister's distress, worried for her. Luna is an Alicorn as well, her coat a midnight blue and her mane and tail the same as her sisters in appearance, but a starry midnight blue in color. Her cutie mark being a darker blue, looking like an ink blot with some splatter around it with a white crescent mark inside of it. Now this fits her, since she's in charge of making the moon rise and fall every night.

"Dearest sister," Luna began to get her attention, "what has you so troubled this day?"

"Many of things Luna," Celestia said, "I feel as though times will be dark, but I also feel the smallest sense of hope." She said somberly before the doors to the royal chambers were knocked upon in a rather frantic manner. Celestia used her magic to open the door, "Princesses, forgive the intrusion, but there is something you must see" an attendant said.

"Very well" Celestia said as she and her sister followed the attendant to whatever it was. The sisters were surprised however by the sight of a lavender furred cat, unconscious. Beside her were a silver furred hedgehog and a brown raccoon. "My goodness" Celestia said before ordering her staff to treat the 3 individuals.

"Are you sure they pose no threat sister?" Luna asked. Celestia looked at her with a soft smile, "when they wake, we'll find out won't we?" she asked. Luna just sighed and smiled back at her, trusting her elder sibling.

Everfree forest

Sonic had recovered greatly since Zecora had found him and gave him that strange tasting concoction. He sat up slowly, having regained the strength to do so easily. /I may never get the taste out of my mouth/ he thought as he turned his head to examine his surroundings. A lot of tribal masks and knick knacks lined the walls.

"Ah, by my pot of jade, a full recovery you have made" Zecora said as she walked up to him. "Tell me child, do you feel free and wild?" she asked

"As close to it as I'll ever be Zecora." He replied with a smile. "Thank you"

"It is no trouble, as long as like my cauldron, you still bubble" she said. Sonic arched a brow at the analogy, since he kind of understood what she meant. He decided to smile after deciding too much thinking hurts his brain.

Fluttershy's Cottage

"Eat up my little friends" Fluttershy said as she watched the animals eat their meals that she laid out for them. Even her pet rabbit Angel was eating, since Fluttershy managed to stop spoiling the little guy. The peace in her cottage was soon broken by a squirrel running in looking frantic.

"Oh, what is the matter Mrs. Squirrel?" Fluttershy asked before being led by the squirrel to whatever had it so frantic. Fluttershy followed her for what seemed like a few minutes before gasping at the sight of it. A yellow furred fox, with two tails, unconscious. "Oh my goodness" she said before moving closer to investigate. /oh…what do I do?/ she wondered.

Meanwhile At the Cake Shop

Pinkie Pie was being her usual bouncy self, playing with Pound Cake and Pumpkin Cake while the Cake's were working on their namesake. The peace was broken by a commotion followed by a knock at the door. "I got it!" Pinkie cheered happily before answering it to a strange sight. A green crocodile with headphones on, carrying a pink hedgehog, a tan colored rabbit and her blue chao, and a bee. "Help…please" he managed to say before collapsing, making sure not to land on the other 3.

"Oh my" Mrs. Cake said before she, her husband, and Pinkie moved to help the 4 of them. Pinkie was still utterly surprised, /I don't know if a party can even help define what is going on around here/ she thought

Rarity's Carousel Boutique

"Well…I was planning on not having to fix that roof" Rarity thought as she looked at the hole in the roof. The sight below said hole was a big fat purple cat, with a bat on top of it. She sighed, nothing was ever easy for her.

"Hm? What happened?" the bat asked as she got up, rubbing her head from the ache. Turning her gaze she noticed Rarity, "and where the heck am i?" she wondered.

"Hello, my name is Rarity, welcome to my boutique" she said with a somewhat forced smile.

"My name is Rouge. Rouge the bat" she said smiling a bit. Looking up she noticed a hole in the ceiling. Turning her gaze down she noticed Big. "Oopsie" she said with a nervous smile.

"We're gonna have to work this off won't we?" she asked. "Oh. Big time" Rarity answered

Big woke up at that moment confused but knowing they were gonna be there a while. "You know now that I look at you…you can model" she said to Rouge. Rouge blushed at the proposition. "That'll be my work?" she asked

"Oh yes darling, all the proceeds from my magazine sales with you on the cover will go to fixing that hole in the roof" she said happily. "What about Big?" Rouge asked referring to the cat. "He can help around here with cleaning and various other things" Rarity answered.

"sounds good" Big said happily as Froggy jumped onto Rouge, earning a shriek from her as she jumped away after getting the frog off of her.

Meanwhile in the skies of Ponyville

Rainbow Dash was flying at her usual fast speed, pulling off tricks and maneuvers as she exclaimed her utter joy and exhilaration of flying fast. She had the biggest smile as she did Shuttle Loops and Barrel Rolls, and was about to start a super maneuver as she referred to it. Though just as she began a blinding glint caught her eye and she looked down. "The hay?" she wondered before diving toward it.

Espio was meditating, Omega standing next to him. Both unmoving and silent, even as Dash descended to the ground near them. "What?" she wondered, a little startled. /another one of those things?/ she thought, getting ready to give it a good buck.

"Hold your aggression" Espio said before standing and going over to Dash, "we mean no harm" he said.

"Yeah. Like I'm supposed to believe that. Those things attacked me" she said, emphasis on the word things. Espio and Omega looked at one another, "you fought against other Eggman's robots" Omega said in his robotic voice.

"Eggman? Robots?" Dash asked confused, "what are you talking about?" she was prepared to rush them.

"We will explain, if you relax" Espio said with an easy gaze. As much as Dash just wanted to beat them and save her friends something about Espio was stopping her. She sighed, "Alright"

"My name is Espio, The Chameleon. This is E-123 Omega. But we just call him Omega." Espio said.

/a chameleon huh?/ Dash thought, "my name is Rainbow Dash. Now what can you tell me about what's going on?" she asked


	5. Rainbow got an Emerald

Disclaimer: i own nothing except for the fanfic. MLP:FIM copyright of Hasbro and Lauren Faust. Sonic copyright of Sega and Sonic Team

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Rainbow got an emerald

"I'm very flattered really. But we've got to find out where we are and where the others went" Rouge said as she started for the door before noticing the open chest full of gems.

"Oh, but I insist. You'd be perfect" Rarity pleaded. Rouge grinned before turning to her with a smile

"Alright, you've got yourself a deal" Rouge said. Rarity beamed up at hearing those words.

"Really?" she asked, excited. "Yep" Rouge said before being glomped by the white unicorn. "Oh thankyouthankyouthankyou" she said happily

Rouge never really took her eyes off that chest, already thinking of ways to snatch those gems

Twilight's Tree

Shadow stirred as he finally began to return to consciousness.

"Hey Twilight. I think he's wakin up" Applebloom called out, Shadow could hear her but it was muffled and his vision was blurry.

/Where….am I?/ he thought as his hearing and vision cleared up. When they did, he could see 3 fillies's looking right at him. /hell….I'm in hell…/ he thought. His crimson eyes looking back at them.

"Well howdy there. I'm Applebloom" Applebloom said happily. "I'm Scootaloo" the orange one said. "And I'm Sweetie Belle" the last replied.

/what did I do to deserve this?/ he thought before seeing a lavender unicorn approach. "Well, seems you've recovered from that fall" she said. "My name is Twilight Sparkle, me and the girls found you in their clubhouse after you crashed through the ceiling"

/joyous/ he thought. "So what's your name?" Sweetie Belle asked. Shadow mentally sighed, knowing that he was too weak to turn down such hospitality. Even though it was from talking colorful ponies. "Shadow" he replied, his voice a little weak. "Shadow the Hedgehog"

"Well, Shadow. You let me know if you need anything" Twilight said. Shadow just closed his eyes, humming an approval of that.

Celestia's castle

"Have they awakened yet sister?" Celestia asked Luna as she entered the room where the 3 new arrivals were still asleep.

"Not yet. They're still sleeping the day away. Which I have no problem with" she said with a grin. Celestia just smiled and rolled her eyes before noticing the silver one stirring as he began to wake. Silver's vision slowly began to return to him, his hearing followed suit as he began to take in the world around him.

"Where…am I?" he wondered with a weak voice.

"Why you're in Equestria." Celestia answered.

"Equestria?" he asked turning toward the voice and gaining a look of surprise on his face. /dear lord in heaven/ he thought.

Celestia giggled at that, "you may relax young one, we mean no harm. I am Celestia, Princess of Equestria. And this is my sister, Princess Luna" she said. Luna smiling a friendly smile at Silver.

"My name is Silver…the hedgehog" he said rather shyly.

"It is nice to meet you Silver. Who are these friends of yours?" she asked, holding off the other nagging questions she had. Which were where he came from, how he got here, and whatever else came to mind.

He turned and saw Blaze and Marine. "Blaze…Marine" he said trying to get up. Finding that too difficult he focused his mind and managed to lift himself off the bed. Now floating he moved his body toward them. He was sweating greatly, and seemed to be straining a lot more than he should be. His weakness caught up to him, causing him to black out. He fell toward the floor and would've hit it, if not for Celestia using her magic to catch him and put him back in bed.

"My, what an interesting individual." Celestia said with intrigue. Luna just nodded, looking at the 3 of them, wondering what was in store for them and for Equestria.

Cake Shop

Pinkie entered the room where Vector, Amy, Charmy, Cream, and Cheese were. Vector was the only one wide awake and sitting up. He was looking out the window next to his bed, lost in thought.

"Hi! I'm Pinkie Pie!" she said happily to him. Jumping him right out of his thoughts.

"Hey, I'm Vector the Crocodile" he said with a smile.

"Crocodile? I thought you looked funny if you were an alligator. Especially since you have teeth. Unlike Gummy here" she said quickly holding up her pet. "And you got those headphones and necklace and gloves and boots and…" she continued, Vector starting to tune her out, since she reminded him of how Charmy always was.

/great, two of that…./ he thought, "so I was thinking we throw you a party to celebrate your welcome to Equestria. But then again, everyone might be a little freaked out by you since we never really see fellows like you running around, and-" Vector put a hand to her mouth to silence her.

"Easy kiddo. Don't wanna wake the others before they've fully recovered" he said.

"Oh they won't. Watch" she said before blowing a trumpet in Amy's ear. Earning no reaction, "see?" she asked. Vector on the other hand had an eye twitch from seeing that. /she's either hopped up on Sugar, or she's crazy, or she's got a death wish/ he thought, now knowing he was in for one hell of a ride.

Sweet Apple Acres

Knuckles was finally coming to, after getting bucked in the head.

"Well, look who's up" Applejack joked. Knuckles looked over at her and was about to do a repeat of what happened earlier until he remembered what the result was, as much as it hurt his pride to back down from a rematch he resisted. "Sorry" he said simply

"Pardon?" Applejack asked.

"I'm sorry about that whole scene…I was looking for the Master Emerald." He said.

"I've been meanin to ask. What is that?" she asked. He looked straight at her as he sat up, beginning to speak and explain what it was.

"The Master Emerald is what I guard. It's an object of incredible power. I must protect it from all harm" he said. Applejack just seemed a little dumbfounded by that, finding it a little tough to swallow.

"Well partner, we'd be mighty happy to help ya find it. As long as ya'll don't go crazy and attack us or anything" she said. Knuckles nodded as he stood up, his footing a little wobbly. "So what do ya'll call yourself?" she asked

"I'm Knuckles the Echidna. Just call me Knuckles" he said with a grin.

"I'm Applejack. A pleasure" she said extending her hoof. Knuckles took her hoof in his hand and shook it.

Fluttershy's Cottage

Fluttershy was pacing, worried over the strange creature she and her animal friends managed to get into her cottage and onto the couch. The creature was breathing so that was good.

"Oh…I'm so worried. When will he wake?" she wondered before her question was answered by a groan and slowly opening eyes. She went up to him, looking at his baby blue eyes as he looked back at her. He was certainly surprised by what he saw.

"Wha-where am I?" he asked in a weak voice.

She smiled, "you're in my cottage. Me and my animals found you at the edge of the forest and got you back here." Her voice soothing and calm.

"Thanks…I think." He said. "My name is Miles 'Tails' Prower. But everyone calls me Tails. What's your name?" he asked

"F-Fluttershy…" she said in a shy voice as she blushed a bit.

Tails smiled, "it's nice to meet you Fluttershy" he said.

"Nice to meet you too Tails." She said with a smile. "Umm, if you need anything just let me know"

"Will do. Thank you" he said as his eyes closed and he fell asleep.

Everfree Forest

Sonic was just returning from a run, feeling better than ever thanks to Zecora. "Woo! That was awesome!" he said, having enjoyed that run since it was such a different terrain than what he was familiar with.

"Ah Sonic you have come back, did you enjoy your pseudo race track?" Zecora asked.

"You bet I did Zecora." He said happily. "Yet, I've had no luck with finding an emerald" he said a bit sadly

"Quite the information leak. What is this emerald that you seek?" she asked

"A Chaos Emerald. A gem of incredible power, 1 of 7. It's dangerous if in the wrong hands. That's why I gotta find them. They come in 7 colors. Blue, Green, Cyan (light blue), Red, Purple, Yellow, and White. They shine with brilliance like no other" he said.

"I shall help you, there is no doubt. I will keep an eye out" she said. Earning a smile from the Blue Blur.

"Thanks Zecora."

Meanwhile somewhere outside of Ponyville

Rainbow Dash was walking with Espio and Omega, learning about them as they learned about her. "So let me get this straight. There are 7 emeralds and a master that you need to find to prevent evil from winning?" she asked

Espio nodded, "indeed."

"And you say you've got friends that you lost track of that might be here as well?" she asked

"Yes, that's why we must ask for the help of someone such as yourself" he said.

"Why is that?" she asked

"You can fly, it'll make the search faster" he said. Rainbow just smiled proudly at that.

"Yeah. You're right" she said, "just leave it to me, I'll find those em-" she was cut off from tripping over something, sending her to the ground. "What the?" she asked before turning to what tripped her. She went wide eyed, seeing a Cyan emerald glistening in an otherworldly fashion. She picked it up and cheered, "See? What'd I tell ya?"

"With those results, the search shouldn't take long at all" Espio said. "I predict a 50% increase in search success" Omega said

Meanwhile

A blue unicorn began to wake from unconsciousness. Rubbing her head with her hoof, "what dares to strike the great and powerful Trixie?" she demanded turning and seeing a gem that glowed with an otherworldly beauty. Red in color, she picked up the gem and pouted. "Stupid rock, striking me from behind." She said angrily as she charged her horn to zap it. The emerald began to glow, affected by her emotions and giving her a boost in power. She was blinded by the light and missed her target, the magic blowing the entire wall in front of her to smithereens. Upon seeing that she smiled at the gem.

"Of course the Great and Powerful Trixie may have a good use for you" she said, her mind scheming many things

* * *

the plot thickens. like gelatin brand gelatin. anyway. what is Trixie thinking? and does it involve our heroes?

stay tuned to find out.


	6. Chaos Rainboom

Disclaimer: i do not own anything except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team.

* * *

Chaos Rainboom

"Wow…so this is a Chaos Emerald?" Rainbow Dash asked as she looked over the cyan gem with curiosity.

"Yes indeed it is." Espio answered.

"I thought they contained some kind of power." She said a tad bit disappointed.

"The Chaos Emeralds respond to our hearts and minds. They transform a mere thought into power. Basically granting the wish of the user." Espio said. Dash got a really happy expression on her face, intending on using it to become a Wonderbolt by merely wishing it.

"Doesn't work like that" Espio said, seeing the way she was looking at the emerald.

"Aaaaaaw" she said disappointed and a little saddened.

"Don't get me wrong, they can still grant incredible power" he said, trying to cheer her up. "Give it a try. Just let the emerald know what you want it to do and it'll do the rest." Dash thought for a moment before taking off into the sky and started to fly at high speed.

"Are you sure that was wise?" Omega asked.

"She already knows enough about them, wouldn't make a difference at this point." Espio replied.

Dash looked at the emerald, "alright Emerald, let's see what you got. I want to go faster, I want speed." She said, letting her mind and heart speak that desire as she flew even faster. The Emerald slowly began to glow brighter and brighter until it enveloped her within its light. Before Dash could react, her speed suddenly shot up and she was soon moving at an incredible speed. "Holy Hay!" she shouted as she got faster and faster. Passing over Ponyville and the Everfree forest before making a quick turn around and shooting off with a Sonic Rainboom.

"What the?" Sonic asked before going higher for a better look, noticing a rainbow trail. With a smile he jumped down and took off at high speed to follow it. He was dumbstruck however at the sights around him as he ran through Ponyville. Ponies were everywhere, "wow..." he said as he kept running. Dodging ponies and various other things as he followed the rainbow.

Dash was beginning to get scared, wanting to stop but not knowing how. She looked down and dove to the ground, seeing that as the best way to stop.

"Incoming." Omega said before Dash slammed into him. Omega managed to stay upright and succeeded in stopping Dash. She panted as she slumped to the ground, the emerald landing beside her. Her heart was racing, her sweat was dripping, her pupils were dilated and her whole body was shaking.

"You alright?" Espio asked her. Earning no response from the cyan Pegasus. "Rainbow Dash!" he shouted to snap her out of it.

"Huh?" she asked, coming back to reality.

"Are you alright?" he asked again. She looked at him and nodded, "I will be."

"Incoming." Omega said before blue blur shot past them turning around and jumping high into the air. Sonic could be seen in a skydive pose coming out of his flips before doing a few more and landing in front of them. Dash looked at Sonic, both surprised by his appearance and feeling an urge to challenge someone that might give her a run for her money.

"Hey guys." Sonic said, "What I miss?"

Espio smiled at him, "glad to see you're alright Sonic." He said. Omega giving a small nod in agreement.

"Who are you?" Rainbow Dash asked. Sonic looked at her and flashed a toothy grin.

"I'm Sonic the Hedgehog. What's your name?" he asked

"Rainbow Dash" she answered, grinning back.

"Oh so you're the one that made that rainbow earlier." He said before noticing the emerald. "And I can see why you look so shell-shocked."

She looked at him and huffed, "I am not shell-shocked. Just amazed that this thing gave me such a speed boost." She said.

"Right." Sonic said, not really buying it.

/who exactly is he?/ she thought

Rarity's Carousel Boutique

Rouge was being silent, trying to reach Rarity's chest as she worked. To try and snatch those gems. She managed to open the chest and was practically drooling at the sight of the gems. Reaching her hand closer to claim them for herself. That is until Big swatted her hand with the tip of his fishing rod, a definite crack being heard as it hit her. She contained any scream as best she could, groaning lowly from the sting. Glaring at Big, who was just looking at her with a grin.

/damn that cat…/ Rouge thought before moving away from the chest after closing it again.

Fluttershy's Cottage

Fluttershy landed softly after going to town for some food for the animals. With a proud sigh she opened the door to enter her home. Though something was different, Tails was up and seemed to be working on something.

"Umm, hello Tails. What are you doing?" she asked him. He looked up and smiled at her.

"I'm fixing up my Emerald Radar, it got damaged somehow." He said as he continued to tinker with it.

"Emerald…Radar?" she asked.

"Yeah, this'll make finding the Chaos Emeralds much easier" he said. Earning a confused look from Fluttershy. He chuckled before explaining what the Emeralds were.

"I see, so these Chaos Emeralds are really powerful and need to be found before they fall into the wrong hands?" she asked

"Bingo" Tails said with a smile.

Cake Shop

Amy, Cream, Cheese, and Charmy slowly began to wake. Groaning softly as they sat up.

"Why are my ears ringing?" Amy asked before she could hear Vector stifling a laugh.

"Nice to see you up sunshine" he joked before Charmy flew into him, crying and hugging him.

"Oh Vector, I thought for sure we were dead!" he said

"Will you relax. Takes a lot more than that to beat us" he reassured the bee. Charmy smiled happily at him.

"Yay! Everyone is awake!" Pinkie Pie said as she bounced into the room.

"Who?" Amy asked.

"I'm Pinkie Pie!" she said happily, "what are all your names?"

"I'm Amy Rose" Amy said with a smile

"I'm Charmy Bee" Charmy said as he buzzed around Pinkie.

"I'm Cream the Rabbit. And this is my Chao, Cheese" she said with a smile as she managed to stand and do a curtsy to Pinkie. Cheese flew over to her exclaiming, "chao chao!" happily.

"Say Pinkie, why are my ears ringing?" Amy asked. Earning a nervous look on Pinkie and Vector.

Celestia's Palace

Silver had finally recovered enough to walk around. Waiting for Blaze and Marine to awaken. Fortunately he didn't have to wait long for they soon woke from their slumber.

"Blaze. Marine. Thank goodness you're okay." Silver said happily.

"Same 'ere mate" Marine said a little weakly. Blaze just smiled before turning her gaze to Celestia and Luna who had entered the room.

"Oh wonderful, you've recovered" Celestia said with a smile.

"Who are you?" Blaze asked

"I'm Princess Celestia, and this is my sister Princess Luna." She said with a smile. Blaze mentally groaned, /great…royalty…/ she thought, not really fond of royalty.

"What are your names?" Celestia asked.

"Blaze the cat" she said simply, wanting the conversation to be over already.

"Marine the raccoon" Marine said with a smile. The princesses smiled, knowing they had much to learn and teach those three.

Twilight's House

Twilight was watching Shadow as he talked with Spike. Finding the baby dragon and his pet phoenix most intriguing. He was even more intrigued when he learned Twilight is the one that hatched Spike. That's when the word magic crossed his ears, though he was skeptical he couldn't deny it for its results stood in front of him.

With Sonic and Rainbow Dash

The group of 4 was now making their way toward Ponyville, more specifically towards Twilight's house. Luckily the streets weren't very crowded so there was less chance of a panic due to Sonic and his friends. Rainbow Dash was still a little shook up from earlier, her footing a little uneasy.

"That Emerald threw you for a loop huh?" Sonic asked her. Dash nodded, "happens. You get used to it though" Sonic said. She just smirked a bit as they finally reached Twilights house.

Twilight heard a knock at her door and used her magic to open the door. She was surprised when Espio, Sonic, Omega, and Rainbow Dash all entered.

/yep, this is hell alright/ Shadow thought when he saw Sonic's smiling face.

Meanwhile

Trixie was walking in the gem plains, the Red Emerald hanging on her like a brooch. The ground around her shook as 3 Diamond Dogs emerged.

"Well boys, look what we got here." The leader said. The three of them surrounding her and grabbing hold of her.

"The Great and Powerful Trixie demands you release me!" she shouted as they soon began to laugh, prying the emerald off of her.

"That's quite the gem" one said. "You pony, will find more of these for us" the leader demanded. Trixie growled before using her magic to create a small flare to blind them and regain her Emerald, upon doing so she began to conjure some magic. The emerald responded by giving her more power. The Dogs charged at her only to be met by the ground under them exploding with magic power. All the dogs being thrown from their home as the explosion occurred. Trixie remained where she was, floating as the dogs and rocks fell to the ground again. An evil glare on her face as she looked at the damage she caused. A sick grin appearing on her face.

"The Great and Powerful Trixie is pleased by this." The dogs still conscious were trying to back away from her as she floated closer. "Now listen Dogs!" she demanded.

"Seeing as how I'm short on henchmen for my grand scheme. I, The Great and Powerful Trixie ask for your cooperation" she said. Earning nods from all the dogs. In a flash of light she had them all wearing armor that matched her coat, mane and cape. Which were Light Blue, Blue, and Purple. A starry T in the center of the chest, branding them as her henchmen. The helmets hid all but their mouths. The armor was designed to grant great flexibility and maximum protection.

"Come dogs. We have much work to do" she said. Her laugh echoing throughout the plains.

* * *

Rainbow Dash has experienced the power of the Emeralds, first hand. Trixie has made her next move. what is this grand scheme of hers? and what does it mean for our heroes?


	7. The Stage is Set

Disclaimer: i do not own anything except the fanfic. MLP:FIM is copryright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

The Stage is Set

"Who're they Rainbow Dash?" Twilight asked, curious as to who these 3 were and a little uneasy about the robot.

"Name's Sonic. This is Espio and Omega" Sonic answered with a smile, indicating who was who with his thumb.

"yeah, they're friends" Dash said before noticing Spike had gotten hold of the emerald, licking his lips before biting down on it and finding out that was a bad idea.

"OW!" he shouted as he tossed the emerald away, a few of his teeth damaged from biting it. Twilight was a little surprised by the whole thing. Quickly shaking off her surprise to help Spike, using a spell to repair the damage to his teeth.

"Thanks Twilight" he said, rubbing his jaw still from the dull pain that remained.

"You're welcome Spike. But I've never seen a gem that not even a dragon could eat" she said.

"That's because a Chaos Emerald is indestructible" Shadow said, "you can soak it in lava and it would come out completely unscathed"

"That's one tough gem" Twilight said.

"It also has incredible power. I should know, I experienced it" Rainbow Dash said with a tinge of nervousness.

"Wow, tell me more about these Chaos Emeralds" Twilight said. Shadow huffed before standing.

"Very well." He said before telling her everything about the emeralds.

"So 7 emeralds and a Master Emerald." Twilight said, thinking about what she just learned. Shadow nodded, watching as she had Spike write a letter about this and send it to the princess.

"Whoa, why'd you do that?" Sonic asked when Spike breathed fire onto the scroll. Twilight giggled before explaining to Sonic.

"It's how me and my teacher, Princess Celestia, send messages to one-another" she said with a smile.

"Well that's efficient" Sonic said before Spike burped up a scroll. Twilight used her magic to open it and began reading.

_My dearest student,_

_Thank you for informing me on this subject, I'll be sure to keep an eye out. On another note, you mentioned some strange new friends? Well there are 3 strange creatures here named Silver the Hedgehog, Blaze the Cat, and Marine the Raccoon. I'm sure your new friends may know them. Please inform me on any interesting developments._

_Sincerely,_

_Princess Celestia_

Twilight set the scroll down and looked at Sonic and the others.

"Know anypony named Silver the Hedgehog, Blaze the Cat, or Marine the Raccoon?" she asked Sonic.

Sonic was confused by her saying 'anypony' but assumed it was equivalent to 'anyone'. "Yeah, they're my friends. Does the princess know where they are?" he asked

"Yes, she has them in the palace all the way in Canterlot. So they're alright" Twilight answered.

"Thank goodness" Sonic said, relieved.

Sweet Apple Acres

Knuckles was helping with some apple harvesting. He had nothing better to do, and it was better than sitting on his rear all day long. He punched a tree to shake the apples off, carrying the wooden buckets full of apples to where they were needed.

"Hoo-ey!" Applejack said excitedly. "Knuckles, you've certainly been a great help, only one day and you've already doubled our usual haul for the day" she said happily.

"Just glad that I'm doing something" he said with a smile before hearing someone screaming. It was Pinkie Pie, running toward them.

"Applejack!" she cried out to her friend. "You gotta hide me!" she said as she held onto her friend.

"Whoa now, where's the fire?" she asked. Pinkie looked up at her and then looked behind her, knowing that she was still in trouble due to her Pinkie Sense going off. Applejack felt and saw the Pinkie Sense as it happened, immediately she knew this was serious.

"Knuckles, gimme some help" she said before going to hide Pinkie. "I need you to stand guard" she said before shutting the barn doors with her and Pinkie inside. Knuckles just leaned on the door, wondering what was going on.

"Alright now. What happened?" she asked Pinkie.

"Well I found some new friends that were in bad shape and one of them is crazy. And pink!" she said before hearing Knuckles' muffled laughter.

"What's so gosh-darn funny?" Applejack asked.

"Does this crazy pink girl wear a red dress and carry a large hammer?" he asked. Pinkie Pie gasped.

"Yes!" she answered. Earning more laughter from the echidna.

"That's a friend of mine, her name is Amy. She's got quite the temper" he said before turning his gaze to in front of him. Noticing Vector, Charmy, Cream and Cheese trying to catch Amy, who was running right at him.

"She's angry! Get out da way!" Vector shouted. Knuckles was freaking out more and more as she got closer and closer. Thinking fast he did the least smart thing, get in Amy's way. Which failed as he was thrown through the door. Applejack and Pinkie blinked at that display of power, turning their heads slowly and nervously toward Amy. Amy stood there, Hammer in hand as she panted. She drew her hammer back, prepared to smash Pinkie into the ground. The hammer began to go down. Pinkie and Applejack closed their eyes awaiting the hit, but it never came. Looking back at Amy they saw why, Vector had taken the hit instead. Amy just looked at him as she put away her hammer, all her rage gone with that one swing. Pinkie still trembling from that whole thing.

"Ouch" Vector said as he laid there. Applejack and Pinkie just looked at one another, knowing that today was far from ordinary and the future may hold more extraordinary days for them and their friends.

Rarity's Carousel Boutique

A knock came at her door, but of course she was busy with a design for Rouge to model in. "Big darling, could you get that?" she asked. Big nodded before opening the door. Fluttershy was on the other side and immediately let out a tiny squeal as she backed down a bit from seeing him.

"Big!" Tails said as he flew over Fluttershy with his tails to hug Big. Fluttershy forgot her fear and instead had it replaced with surprise, Tails was flying.

"Big this is my friend Fluttershy. Fluttershy this is Big the Cat" Tails said. Big laughed happily as Fluttershy just nodded.

"How on earth are you doing that?" Rarity asked when she walked over to see who it was. Tails was a little confused before realizing she meant his flying.

"Well, I've always been able to fly by spinning my two tails like a propeller" he said as he landed. Fluttershy was still amazed by that.

"Wow. That's quite the talent Tails" she said. Rouge took this opportunity to try and snatch some gems. Only to have her hand be greeted by Big's fishing rod smacking it. She sharply inhaled through her teeth in pain.

"Rouge is here too?" Tails asked noticing that.

"Hello Tails" she said with a forced smile since she was in a lot of pain.

"My name is Rarity by the way" Rarity said to Tails.

"My name is Miles 'Tails' Prower. But everyone calls me Tails" he said with a smile. Rarity looked him over for a sec before smiling.

"You look so cute. I have just got to make something for you" she said. Tails blushed at that, smiling shyly. Rarity smiled more, "so adorable" she said before going back to her work desk.

"She makes clothing. So don't be surprised if she makes you a tux or bow tie" Fluttershy said. Tails just smiled nervously at that.

Meanwhile somewhere in Equestria

Gilda, having recovered from the fight against the hex squad was mentally attacking herself for being so weak that she actually needed Dash's help.

"Am I really that weak? It can't be…to actually need that flip-flop's help…it's worse than death" she said as she punched a nearby wall.

"The Great and Powerful Trixie has heard your desire for power. Your thirst for revenge" Trixie said as she came out of the shadows and approached the griffon.

"Who the heck are you?" she asked, getting into a defensive stance.

"I am the Great and Powerful Trixie, and I hold all the answers that you seek" she said with a smile. "I can grant your wildest desire, I can sate your thirst"

Gilda just looked at her funny, "yeah? And how will you do that?" she asked. Trixie smiled again before her horn was enveloped in a red energy that she shot Gilda with. Gilda was unable to dodge it, feeling the power sting her skin as it surrounded her. Red colored markings appearing on her back, sides, wings, limbs and around her eyes and mouth. She panted when it finally ended, feeling so much different than a few seconds ago.

"What did you do to me? It feels like power is being pumped through my veins" she said before Trixie conjured a mirror to show Gilda her reflection. Gilda smiled at how she looked.

"Now this is awesome" she said, excited as could be.

"Can the Great and Powerful Trixie count on your service to her cause?" she asked. Gilda smiled more.

"Oh yeah. As long as I get to run Rainbow Dash into the ground" she said. Trixie using her magic to teleport them back to her base.

Meanwhile

Eggman was going through the halls of his new base that was constructed around the Egg Carrier, somewhere that was inconspicuous. He was in his Egg Mobile as usual, stopping at a door and entering a passcode. Then doing a retinal scan before going through the door and gazing at a robot that was going through its final tune ups before it would be ready to use.

"Yes. Soon you will be ready to help me take this power this world holds" Eggman said, looking at the chestplate that was pure black. In white ink the serial code 'E-1337' could be seen on the right upper part of its chest. Eggman's laugh echoed through the base as he felt his eagerness rise.

Ponyville

Night began to fall on the citizens of Equestria, many turning in for the night. The farm silent since everyone had fallen asleep and Pinkie and Amy found out they had a lot in common, aside from their fur color. Even Rouge had fallen asleep since she knew Big would hit her with his Fishing Rod. Fluttershy and Tails were there with Big and Rarity, deciding to stay at the boutique for the night. Shadow was still awake though, standing on the balcony of Twilight's house. Twilight was about to turn in but saw him standing there, deciding she could wait a few more minutes before bed she went out to talk with him.

"hey." She said. Shadow just turned his head and nodded a bit. "So you like the night sky?" she asked, noticing his gaze going up to the sky.

"See that constellation? That one is of Starswirl the Bearded, the one who developed all the known spells that Unicorn's can use." She said pointing to it. Shadow looked where she was pointing.

"You like the stars too?" he asked

"Oh yes, I enjoy the stars" she said with a smile.

"Well it's certainly different looking at the stars from this angle" he said. Twilight was confused by what he meant turning to him with a questioning look.

"Hm?" she asked.

"Nothing. It's late. Let's get some sleep" he said before heading back in to go to bed. Leaving Twilight to think about what he said for a bit before heading back in as well.

* * *

Eggman has a new bot. and yes his name is a pun using Leet Speak. the word it's a pun on is Elite. E-1337. get it? Trixie has enlisted the help of Gilda and has even empowered her. what awaits our heroes tomorrow?


	8. Meet the E1337

Disclaimer: i do not own anything except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team.

Author note: i'd like to thank all those who reviewed. especially Wolvmbm. your reviews have been very helpful thank you so much.

* * *

Meet the E-1337

Celestia smiled as her little sister lowered the moon with her magic. Allowing her to raise the sun and bathe Equestria in its warm light. Silver, Blaze and Marine were awake to watch the setting of the moon and rising of the sun, all three amazed by it.

"Wow." Silver said in utter amazement. Blaze just smiled at how he was acting, while Marine giggled happily. Celestia and Luna smiled at them before looking toward one-another, having a similar feeling about today.

Meanwhile

Darkness was all that could be seen. No sounds, no light, just empty void. Though slowly light seemed to fill the void as sound arrived with it.

"All systems, full power" Eggman could be heard as the darkness lifted, he could be seen with words on some type of HUD saying system booting up. Soon the system boot was finished allowing the bot to move.

"Welcome my lovely creation. E-1337." Eggman said as he looked at his bot. it was black in color, resembled E-102 Gamma in appearance. Though it was well-built, with more weaponry, better tech and more girth to it. The ability to alter its limbs and change itself around to accommodate many scenarios of conflict.

"All systems ready to serve you Doctor." The bot said. Earning a smile from its creator.

"Excellent. Let's not waste time." He said as he started to leave, "Come E-1337, we have much to do" The bot nodded and followed its creator, eager to serve his twisted desires.

Ponyville

All the citizens woke slowly from their peaceful slumber, getting ready to start the day. The shops opened, the streets filled with ponies. The Pegasi cleared the skies to keep the day bright and clear.

"Citizens of Equestria!" a loud voice rang out, small drones floating down to the public and even into the palace. Showing a video feed of a bald mustachioed man.

"Do not be alarmed. My name is Dr. Eggman. And I have a proposition." He said. "Surrender the power you're hiding from me and I'll let you all get a nice seat when I take this world for myself"

Sonic went into the town shouting, "you and what mustache!" Eggman fumed at that.

"I should've known you'd be here too you stupid little hedgehog!" he shouted. "If you won't listen then I'll have to send in my ultimatum." He said before E-1337 landed in front of sonic, its red eyes glowing.

"New toy Eggman?" he asked. Earning a huff from the evil genius.

"This is my demand. Either do as I say or I have E-1337 destroy everything" he said. Earning a lot of negativity from the town, empowered by Sonic standing up to him.

"RRRRGGH! Fine! E-1337! Kill the hedgehog!" he ordered. The robot whirred, "I will comply." The robot replied as it aimed its arm cannon at Sonic. Sonic took off at high speed to lead it away from the town. The robot followed him with utmost haste.

Tails had left the boutique with Big and Rouge. Seeing a blue blur followed by a robot. "come on!" Tails said, Rarity was even following them with Fluttershy, who was a little reluctant. Omega was now eager to tear that robot limb from limb as he exited the house to follow it via the signal it put out. Shadow, Twilight, Spike, Espio, and Rainbow Dash all followed him. Knuckles jumped into the air and began to glide, seeing Sonic run by and following him. Applejack and Pinkie Pie were amazed he was doing that, but decided to ask him about it later as they followed him with Vector, Amy, Charmy, Cream and Cheese. Celestia looked to Silver, Blaze and Marine who all looked ready to kick some butt. She smiled, using her magic to send them to their friends.

Sonic stopped in a clearing a good distance away. E-1337 landing nearby and firing at him. Sonic dodged before running a circle around the bot and tried to trip it with a leg sweep. The bot dodged the attack and hit Sonic in the face, sending him away as it took aim once again. Only to have its attack interrupted by something wrapping around its arm and lifting it. Big had wrapped his line around it and began to spin it over his head before throwing it into a tree.

"nice timing" Sonic said, earning a happy chuckle from Big.

"Sonic!" Tails said as he hugged his friend.

"heya Tails." He said as Rouge, Rarity and Fluttershy arrived. E-1337 got up and charged at Sonic and Tails, preparing to blast them close range. As soon as it was about to shoot it was kicked away by Rouge.

"not on my watch pal" she said. The bot stood up before something dove from above and slammed it into the ground. It was Knuckles followed by the others.

"I'm not too late for the party am I?" he asked.

"party?" Pinkie asked excited. The bot tossed Knuckles off preparing to blast him before Shadow teleported in front of it and gave it a good kick, sending it toward Omega who unleashed his twin Gatlings on it before blasting it with his missiles, sending it flying.

"well, this is quite the get together" Sonic said before seeing the bot get up again before getting hit by a whip of fire and being tossed in a green light. Silver and Blaze smiled as Marine used her new power glove to send it into the air. Rainbow smiled as she raced toward the bot and grabbed it carrying it higher and higher before letting go and going higher. Racing toward it at high speed, getting faster and faster until she got close enough to turn around and buck the bot with all the momentum she carried, sending it into the earth with a loud boom.

"nice one Dash!" Sonic said happily as he looked at E-1337 rising from the crater. Its armor damaged, but still intact.

"what is that thing made of?" Knuckles wondered before the bot turned to Dash and sent its grapple arm at her, punching her and snatching her Emerald as she recovered from the hit. The chestplate opened revealing a power matrix, with a few rearrangements it set the emerald in. its body gaining cyan markings as it gained a huge powerup.

"shoot!" Sonic said before the bot unleashed a huge flash of light, blinding the heroes before attacking them while they were dazed. Shadow recovered quickly and attacked E-1337.

"Chaos Spear!" he shouted as he fired it at the bot, destroying its chestplate. Rainbow Dash saw that and stood up from after being knocked down. She then raced toward the bot and bucked it in the chest, destroying a lot of its vital equipment and jarring the emerald free. The bot whirred and whistled as electricity crackled along its body. A small explosion occurring in its now vacant chest before it went limp and fell to the ground.

"is that it?" Dash asked before a timer appeared on the bot, counting down from 10.

"uh oh" Sonic said before Shadow grabbed Dash's emerald.

"gather around me!" Shadow ordered which they all did. "Chaos Control!" he said, teleporting them out of there right at E-1337 exploded violently.

Sweet Apple Acres

Shadow handed Dash her emerald back. And introductions began, some minor conversation along with it. Rarity got a better look at the Emerald Dash was holding and spoke up.

"there's more of those?" Rarity asked.

"what do you mean?" Sonic asked.

"well, I found one, green in color and started designing a dress with it as the center" she said. Which started the explanation of the emeralds.

"I see" she said. "though who was that?" she asked, referring to Eggman.

"Dr. Eggman. Evil genius, hell-bent on taking over whatever world he's in" Sonic said.

"he mentioned a power that Ponyville was hiding. Any ideas?" Shadow asked. Twilight thought for a moment.

"if he sent those 6 robots from before…then he must be looking for the Elements of Harmony" she said.

"the Elements of Harmony?" Sonic asked. Earning a nod from the lavender unicorn

"6 in all. Loyalty, Honesty, Generosity, Kindness, Laughter, and Magic" she said.

"and based on my assumption, the 6 of you ponies are the holders of said elements" Shadow said. Once again she nodded.

"this is bad, he must want the power they create when together" she said.

"why not just take one?" Sonic asked.

"their power can only be utilized when all 6 are together. But that's not all, he'd need us to get the power. They don't do anything unless used by their representatives" she said. The gravity of the situation increasing as they all slowly began to piece together what may happen.

Meanwhile

Eggman slammed his fist on the console. Seething with rage.

"damn them!" he shouted. Though his rage slowly calmed, as he started to laugh.

"at least I know how to get the Elements power" he said, a drone having recorded all that they said for him to hear.

Meanwhile, somewhere in Equestria

"come on! I wanna destroy her already!" Gilda said impatiently. Trixie turned to her, a stern gaze in her features.

"one would be wise to be patient and stay quiet!" she said. Gilda growled at her, but backed down. Knowing she was no match for her.

"soon my feathered friend, you will have the pleasure of running her through. But you must be patient. It is not yet time to move" she said as she laughed at her own brilliance.

That night in Ponyville

Shadow was looking at the stars again from the balcony. Twilight was debating about going to talk to him about what he meant last night. Eventually she decided she would, going to the balcony and stood beside him.

"what do you like most about the stars?" Twilight asked. Shadow looked at her through the corner of his eye before answering.

"to me, they carry the hopes, dreams, and wishes of all those who are under their light" he said. Twilight smiled at that.

"that's quite something to think about" she said. He turned to go back inside, looking at her.

"an old friend of mine taught me that. I'll never forget it" he said before heading inside to sleep. Twilight took one last look at the stars before smiling.

"I won't forget it either" she said before heading inside for bed too.

* * *

Seems Eggman has something up his sleeve and Trixie's plan is approaching its launch day. what will happen? stay tuned.


	9. We can has cutie marks?

Disclaimer: i own nothing except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

We can has cutie marks?

Shadow was walking around Ponyville, enjoying the fresh air. Everyone was still a little wary of the new arrivals, but was getting used to them slowly. Shadow kept walking leaving the town area and heading toward more open space.

"See him?" Sweetie Belle asked Scootaloo from the bush they were hiding in. Scootaloo of course was holding the binoculars, watching Shadow as he walked.

"Oh yeah, got him. Wait…" Scootaloo said when she noticed he was gone. "Where'd he go?" she asked. Applebloom and Sweetie Belle just looked at one another and sighed.

"Where'd who go?" Shadow asked from behind all 3 girls, causing them to jump and scream a bit in surprise. He was kneeling down to be eye level with them.

"h-hi Shadow" Scootaloo said, quickly hiding the binoculars. Shadow just arched a brow at her behavior.

"We were just looking for ya" Applebloom said with a smile.

"Really?" he asked.

"Yeah, we figure someone like you could help us" Sweetie Belle said.

"Help you with what?" he asked.

"Getting our cutie marks" Applebloom said.

"What?" he asked in disbelief that there was something called a cutie mark. And even more-so that they would ask him this.

"A cutie mark is a mark everypony has on their flank. When they discover their special talent it appears" Scootaloo said. Shadow looked at them, taking a deep breath. The 3 girls started to get happy, expecting a yes.

"No. find someone else" he said flat out, not even hesitating. Their little hearts broke at that, frowns on their faces.

"Aww, come on. Please?" Sweetie Belle asked. Their eyes becoming like a puppy dogs.

"No" he said, looking them in the eyes. All three got pouty before walking away with their heads low. Shadow sighed.

"Alright fine, just stop with the." He couldn't finish his sentence as all 3 girls glomped him happily.

"Oh thank you Shadow!" Scootaloo said. Shadow sighed before getting them off of him.

"Yeah yeah. Just don't get all mushy on me" he said. "Now do you 3 have a plan on where to start finding your special talents?" he asked. Earning toothy smiles from the girls as they replied in unison.

"Nope" he just looked at them after they had said that. /this is going to be a long day/ he thought. Before the girls practically dragged him to their clubhouse.

Cutie Mark Crusader Clubhouse

/looks like that hole in the roof got patched up/ he thought as he noticed the roof was patched up.

"Alright Crusaders, where should we start?" Applebloom asked.

"I've got an idea" Shadow said. Earning the attention of the girls.

"What do you find easiest to do?" he asked. The girls looked at one another and shrugged.

"We don't really know" Scootaloo said. Shadow thought for a moment before getting an idea.

"So, who fixed the hole I made?" he asked.

"Ah did" Applebloom said with a smile. /it's practically seamless…I think they know their talents, they've just yet to accept them/ he thought. As much as he wanted to flat out tell her, he knew that would flat out ruin the fun of figuring it out for themselves. And he found it hard to do that to them, since he knew how that would probably end up. With a sigh he just sat there, listening to the girls think and plan what to do.

Sweet Apple Acres

"By the way Applejack. I've been meaning to ask, what's with the mark on your flank?" Knuckles asked as he got the apples out of a tree. She looked at him and chuckled

"Well it's called a cutie mark, everypony has one. It symbolizes their special talent. But nopony is born with it, ya gotta find out yer special talent and it appears on its own." She explained as she bucked a tree.

"Well that certainly explains why every pony I saw had one" he said as he carried the buckets full of apples.

"And now it's my turn." She said. Earning a confused expression from the echidna.

"Earlier when that bot was attacking you were flying. What was that all about?" she asked. Earning a chuckle from him.

"It wasn't flying. It was gliding." He corrected her. "And I've been able to do that as far back as I can remember" he said with a smile. Applejack smiled back.

"Well ain't that just the bee's knees" she said.

Twilight's House

Twilight was looking over some notes about all she'd learned from her new friends. Her pet owl Owloysius watching her curiously. Tails was there, interested in learning more about Equestria. Looking up from his book he waved at Owloysius.

"What's your name?" he asked

"Hoo?" Owloysius responded.

"you." He said pointing at the owl, "what's your name?"

"Hoo?"

"You! Your name!" he said getting short. Twilight started giggling at the scene, finding it funny.

"His name is Owloysius" she said with a smile.

"Oh clever, you named him after Aloysius the Patron Saint of Students" Tails said, earning a nod from Twilight.

"exactly." She said. Tails smiled before looking back at the book he was reading.

"So who exactly is Starswirl the Bearded?" he asked. Having seen the name several times in the book he was reading. Twilight turned to him and smiled

"He's the founder of the spells we Unicorns use. He documented and developed many different spells, from healing to teleportation." She said demonstrating the latter by conjuring magic into her horn and teleporting next to him. Tails was amazed by that.

"Wow" he said. Twilight smiled happily at that.

"So um, odd question time, but what can you tell me about Shadow?" she asked.

"You'd have to ask Rouge or Sonic, they're the only ones that really know and understand him" he said. "Though why the question?" he asked.

"Oh no reason" she said with a nervous giggle, trying to play it off as no big deal. Though Tails remained skeptical of that.

Somewhere in a clearing

"Alright from here to Cloudsdale and back" Dash said with a grin, having succeeded in challenging Sonic to a race. Fluttershy holding the flag to start the race. Sonic nodded, agreeing to the terms.

"Alright, let's go" he said. Fluttershy waited as they got ready to race before waving the flag. Within that moment the 2 racers took off at top speed. Fluttershy's mane and tail flapped violently from the sheer force of the take-off.

Sonic and Dash were neck and neck at the start, Dash flying while Sonic ran. She looked over at him seeing how fast his legs moved to provide him the appropriate means to run fast. He looked at her and smirked before increasing his speed and gaining a lead on her. She smirked before flying faster to catch up. Sonic smiled as she caught up.

"Not bad Dash" he said before she just smiled more and accelerated ahead. /this is certainly the best race I've had in a long time/ he thought as he too accelerated to catch up to her.

With the CMC and Shadow

Shadow was walking beside them as Scootaloo was riding her scooter the other two in the wagon hitched to the back of the scooter. They were trying to find something else to do to get their cutie marks. Since high diving didn't exactly work out as planned.

"Any other ideas?" Applebloom asked.

"None" Sweetie Belle said a little bummed. Soon their stomachs rumbled since it was lunch time. Shadow's ear twitched from hearing that.

"Sounds like food would be best" he said, earning happy nods from them.

"My sister's boutique is nearby. We can get something there" Sweetie Belle said before Scootaloo flapped her wings faster to get there ASAP. Shadow just watched them before following. The group arriving at the boutique within a few minutes. The girls knocked on the door, Big opened it and was met by the 3 glomping him happily.

"Big!" they exclaimed happily. Shadow just walked in past that entering the main work area of Rarity, only to see a sight he didn't expect. Rouge, in a stunning outfit being photographed by Rarity. Shadow's eyes widened as he arched a brow at that. Rouge gasped upon noticing him, a blush apparent on her cheeks since she never expected Shadow to see her in the process of modeling.

"Shadow" she said. "What are you doing here?" she asked

"Was watching over the kids, brought them here for lunch" he said simply. Earning a small "aww" from Rouge. To which he glared at her for.

With Dash and Sonic

They were on the final sprint, still neck and neck and running as fast as they could. Sonic turned to her "ready to see some real speed?" he asked before taking off so fast that a sonic boom occurred. He crossed the finish line and came to almost a dead stop. Dash landing next to him after being thrown by that.

"Sorry about that" he said nervously.

"Dude that was awesome!" she said, shaking off her dizziness. "Sure I'm bummed I lost. But still, you did that so easily" she said.

"Well I am known as the fastest thing alive" he said. She gave him a friendly jab in the arm, smiling.

"You gotta teach me how to do that" she said.

"You mean break the sound barrier?" he asked. Earning an eager nod from her.

"Well sure, but first" he said as his stomach growled. "I gotta fill my belly" Dash laughed at that, before hearing what sounded like a propeller. Looking up she saw her pet turtle flying down to her.

"Tank!" she said happily flying up to meet him halfway and hug him.

"Tank?" Sonic asked.

"Yeah, my pet turtle. He's awesome" she said happily as she landed again. Sonic just smiled at that, glad to have Dash and her friends.

Meanwhile

"Intruder Alert! Intruder Alert!" the security system stated as the alarm sounded. Eggman was surprised something managed to get inside.

"Quickly seal all-" he stopped as she saw something behind him from the reflection in the metal wall in front of him. Pressing a button he shut off the alarm.

"Your infiltration is commendable" Eggman said as he turned the Egg Mobile around to face none other than Trixie. At first he didn't think much, until he saw the emerald and the tinge of red at the corners of her eyes from its influence.

"I see you have a Chaos Emerald" he said. Trixie was surprised by him referring to the gem as that.

"You know of this gem?" she asked. Eggman grinned.

"I know of all 7 my dear" he said. She now had a look of excitement. Seven emeralds, and with them she could do the unimaginable.

"The Great and Powerful Trixie has a deal to make. Work with me and help me to take revenge on those that have sown my seeds of hate" she said. Eggman smiled, /this'll make things much easier/ he thought

"You've got a deal. Great and Powerful Trixie" he said shaking her extended hoof with his hand.

* * *

Eggman and Trixie have joined forces. what kind of havoc will they cause for our heroes? also, Shadow wearing a CMC cape. _ cannot get that image out of my head. anyway. i'm also eager for the royal wedding episode. hear there's gonna be some big stuff going on in that eppy. well hope you enjoyed this chapter.


	10. Wannabes

Disclaimer: i do not own anything except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Wannabes

Eggman's Base

Gilda was getting more and more impatient by the minute. Wanting to tear Rainbow Dash a new one and laugh about it later. She made quick work of the training regiment that Eggman made for her in the training room. She was tempted to blow a hole in the roof and fly out of it that is until her curiosity toward a room marked 'Do Not Enter' was piqued. She grinned before realizing it was protected by security. With a deep inhale she screeched at the door, the chaos energy in her body affecting it by causing the door to fly off and the security system to fry. She was a little surprised by that, but shook it off as she proceeded to enter the room.

Looking around the room she noticed there was little to nothing in it, and it was pretty dark in there too. She kept walking till she bumped into something and growled before the room brightened up all of a sudden.

"Do you not read?" Eggman asked as he entered the room. She just scoffed at him before turning her gaze toward what she bumped into. It was blue, seemed to have a gyro engine in its torso, black paneling for its eyes and was being suspended by a device, many wires plugged into it. Seeing it gave her a strange chill to her spine as she broke out into a cold sweat.

"What the heck is that?" she asked. Eggman looked at her then up at what she was referring to.

"That is my most prized creation, and my most utter failure." He said his tone somber. He took a deep breath before continuing, "Its name is Metal Sonic" he said.

"Metal…Sonic?" she asked, looking at the robot that seemed to be completely inactive. Eggman nodded, looking at his creation.

"I built Metal Sonic to beat a long standing arch-rival of mine. Sonic the Hedgehog. Though this one…it became obsessed with it, going so far as to transform itself in order to beat him. Which it failed in doing so." He said. Gilda just looked at him before looking at the bot again, able to relate to how it must feel being second rate to someone. Especially when you look like that someone, she imagined that it was harder for the robot than it was for her.

"I can sympathize with it. All it wants is to prove it is the best, and it can't even succeed. Had its whole world cave in on it." She said, closing her eyes as the memories returned to her from when she first acquired her hatred toward Dash. "I know how you feel. Metal Sonic" she said as she looked back up and opened her eyes to a sight that made them shoot open as she trembled a bit. Metal Sonic's eye panels had two red circles glowing, both of them looking straight at her. For some reason that gaze sent a paralyzing feeling into her. The bot began to move, the wires disconnecting from its body as it took its first few steps off the holding unit.

The gears turned, as its body whirred from making movements as it moved its limbs to test them. It looked back over to Gilda, silent as ever.

"I'm Gilda" she said extending her arm to shake his hand. He just looked at her arm, not doing or saying anything.

"Not much of a talker are you?" she asked.

"He was never built to talk" Eggman pointed out. "So he can't"

"Well anyways. Come on, let's go pay your twin a visit" she said, emphasizing the word twin. Metal perked up at that before following her.

Ponyville

Sonic and his friends were picnicking with their new pony friends. The sun shining brightly as they enjoyed food and drink, talking with one another. Twilight turned to Rouge who was sitting beside her.

"Hey Rouge. I've got a question" she began. Rouge looked to her.

"What is it?" she asked

"Well, I…it's about Shadow" she said. Rouge just arched a brow at that.

"What about him?"

"Well…" Twilight couldn't finish as a loud voice rang out from above.

"Rainbow Dash!" the voice called out, upon looking up Dash could see Gilda descending from above and landing near them. Though something was different, the red markings were new.

"Gilda. What are you doing here?" she asked, putting emphasis on the word you. Gilda laughed.

"I'm here to settle the score with you" she said, "and I'm not the only one with a grudge today" as if on cue another figure descended and landed beside her, this one shining in the light of the day. Its metal body and cold gaze ever so chilling. Sonic went wide eyed at the sight.

"Metal Sonic?" he asked.

"That's right and judging by your appearance, you must be the infamous Sonic I've heard so much about" she said. Sonic just gazed at his doppelgänger, standing up slowly.

"Fine, though lets fight somewhere out of town" Sonic said earning a nod from Gilda.

"As much as I'd love a huge audience, my fight is with Dash. I'd rather not hurt those that will be admiring me" she said with the utmost confidence. Dash just glared at her before all 4 headed for a more clear area.

"What just happened?" Twilight asked

Outer Ponyville

Sonic and Dash stood opposite to their opponents. The air so tense and quiet you could hear a pin drop. A bird was carrying a seed over a small pond, losing its grip and dropping the seed into the water. As soon as it splashed they charged. Sonic going for his doppelgänger with a punch, which Metal caught before kicking him in the side.

Dash tackled Gilda but was quickly kicked off. Gilda swiped her claws at Dash, missing each time and progressively getting angrier until her claws were coated in Chaos Energy. This energy extended beyond her claws and cut Dash along her cheek. Gilda smiled at that as Dash flew up and charged at her managing to grab her and slam her into a tree.

Sonic dodged Metal's swipes and countered with a kick to the chest. He chased after Metal was sent flying, jumping up and curling into a ball before slamming into the bot and pinning it to the ground. Metal recovered quickly and tossed him off before lifting off with its jet and slamming into him before kicking him into the ground.

Gilda took a deep breath and screeched loudly, sending Dash into the air. She took off and began to ram into Dash from multiple angles, before finally grabbing her and diving to the ground. Once close enough she tossed Dash with all her might into the ground as she stopped. Watching as Dash hit the ground with a loud crack.

They all looked on as the fight continued, having followed them to see the fight. Cheers from their friends could be heard. Encouraging them to keep fighting and win.

Dash heard those cheers and looked at Gilda, who was preparing to end it. Suddenly a bright cyan light was emitted by the emerald Dash still had. Giving her power as she got up and flew up to Gilda. Intercepting her and bucking her high into the air. She flew much higher than Gilda before diving after her.

/Emerald…please, give me the strength I need/ she thought. The emerald reacting and giving her what she needed. Soon she went through a Sonic Rainboom, and flew at Gilda. Though she decided to put a spin on the Rainboom, literally. She began to roll, spinning like a drill.

"Sonic Rainbow Drill!" she shouted as she collided with Gilda doing incredible damage to her as she started to ascend and then make the arch of the rainbow before descending. Once at the end of the descent, she ended the drill and quickly turned around and bucked her as hard as possible. Sending her straight into the ground with enough force to leave a crater.

Metal was faring no better, getting bested easily. Sonic kicked it to the ground and smirked.

"c'mon, you can do better. Or did you lose a lugnut in that head of yours?" he taunted the bot. Metal Sonic whirred before cutting its losses and grabbing Gilda before jetting off at high speed. Dash panted heavily as she watched them leave.

"And don't come back!" she shouted before landing. Sonic walked over to her and gave her a thumbs up.

"That was awesome Dash" he said happily. She smiled at him before they were all rushed by their friends. Who were showering them with praise on fending off those two.

"That was so amazing, you guys just vroom and boom and zoom and.." Pinkie Pie went on and on quickly before Vector covered her mouth to silence the pink pony.

They all shared a laugh at that, "well, we might as well head back" Knuckles said.

"Nah, you guys go. I'm gonna find a cloud to rest on" Dash said. Sonic nodded, "I'm gonna be out here too, just in case" All their friends nodded before heading back to town.

Sonic and Dash, tired after the whole ordeal of fighting Gilda and Metal Sonic, decided that it was time for some rest. Dash flying toward a cloud and landing gently on it to rest.

"So, you think you can make it to Ponyville on nothing but fumes?" she asked, slightly challenging him. Earning a grin from Sonic. She arched a brow at that before seeing him crouch down and jump up, curling into a ball and hurtling toward the ground. Upon impact he bounced up, which simply amazed Dash. What was even more impressive is when he landed on the cloud and didn't fall through. She blinked before asking, "How on earth did you do that…and how come you aren't falling through?"

He smiled, "let's just say when you know the wind, there's a lot of things you can do" he said. Dash just shrugged, not really bothering to think on it since she was tired. Sonic yawned as he sat down. Dash laid down, her eyes closing as she began to drift into sleep. Sonic turned to look at her before leaning back against the side of her flank, falling asleep shortly afterward. Dash, not fully asleep yet just smiled at that before finally falling completely asleep.

Twilight's House (about an hour later)

A knock came at her door, to which she answered by opening the door with magic.

"Oh hi Rouge" she said greeting the female bat.

"Heya sugar" she said in her usual manner.

"What brings you here?" Twilight asked.

"It's about your question. The one that was about Shadow" she said. Earning a nervous shuffle from Twilight.

"So kiddo. What do you want to know?"

* * *

seems Gilda has awoken Metal Sonic and taken the fight to our heroes. but found that victory wasn't in her grasp this time around. what will Twilight learn of Shadow? and will that change her view of him?


	11. Honorary Member

Disclaimer: i own nothing except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team.

Auther Note: this chapter is relatively short. compared to the others anyway. hope you enjoy it nonetheless.

* * *

Honorary Member

Applebloom, Scootaloo, and Sweetie Belle smiled when Shadow arrived at their clubhouse for the day. They were wearing their Crusader capes waiting for him to enter the clubhouse which he did.

"Hello girls" he replied, earning hellos and hugs from them.

"Shadow we got something for you" Scootaloo said. Shadow arched a brow before seeing a 4th cape that Sweetie Belle was handing to him. He looked at it for a bit, before looking at the hopeful faces of the girls.

/dammit…./ he thought as he looked back at the cape.

"We want to make you an honorary member of the Crusaders" Sweetie Belle said.

"You certainly do help us when it comes to our mission. So we figured making you a member would be a great idea" Applebloom said. He remained silent as he continued to look at the cape.

Twilight's House

"So kiddo, what do you want to know?" Rouge asked. Twilight looked at her before taking a deep breath.

"I want to know what he meant when he said 'looking at the stars from a different angle'" she said. Earning a sigh from Rouge.

"Sit down hun, this is gonna be a long tale" Twilight nodded and sat down. Rouge doing so as well.

"It all begins about 50 years ago. A colony in orbit of Earth named ARK. Developed by Professor Gerald Robotnik to help find a cure for his Granddaughter Maria's illness. It was there that Shadow came to be. A secret project named Shadow that Gerald made." She said, going on to explain the prototype known as Biolizard, Black Doom, the Shadow they know and love, his friendship with Maria, the military attack, Maria's Death, Shadow's imprisonment and reawakening. As well as everything he went through ever since he was found with Omega. Twilight sat there in utter silence and amazement. The entire tale took at least an hour or two.

"Wow…he's been through so much" she said, feeling kind of sorry for him.

"Yeah, but don't you start treating him any differently knowing what you know now. He wouldn't like that. At all." She said, earning a nod from the lavender unicorn.

CMC clubhouse

"Shoot" Applebloom said in a bored voice, looking at the 4th cape and the lack of Shadow. He had declined the offer and left. Much to the disappointment of the girls.

"We should've never asked" Sweetie Belle said.

"Ah who needs him?" Scootaloo said, trying to sound tough even though she felt sad since he turned it down. The other 2 just looked at her and sighed.

"I got an idea" Scootaloo said, "let's head to Zecora's I'm sure she can help us get our cutie marks" the other 2 smiled and nodded before they set out for the Zebra's hut.

Everfree Forest

The girls made their way through the forest to get to Zecora's hut, though something didn't feel right. They began to get nervous and scared as they continued.

"Maybe we should head back" Sweetie Belle said.

"y-yeah" Applebloom agreed.

"C'mon girls, don't you want to get your cutie marks?" Scootaloo asked before something stomped nearby. The girls froze and did their best to look toward the sound, what they saw was nothing short of shocking. The head of a Lion, the body and antlers of a Goat, and a tail that had a Snake head on the end. It was a Chimera, roaring loudly as it set its sights on the girls. They screamed before running as fast as they could to get away from it.

Twilights House

Shadow opened the door and entered the house. Seeing Rouge and Twilight who both looked up at him.

"Where are the girls?" Rouge asked, knowing that he went to the clubhouse. Shadow shrugged.

"Hopefully staying out of trouble" he said. Twilight just looked at him, sensing a lack of compassion toward the subject from him.

"Not really my problem though. It's not like I'm their babysitter or anything" he said.

"How can you say that? They're just little fillies." Twilight said, getting mad at him

"Ones that don't need me around." He said. "Besides I'd rather stick my head in a bucket of liquid nitrogen" Twilight stood and walked over to him.

"Where are they?" she asked sternly. He stayed silent looking at her. She got up in his face.

"Answer the question. Where are they?" she asked more sternly with some anger.

"Get out of my face" he said with a glare. She used her magic to grab and pin him to the wall.

"Now you listen here! They are just fillies, and ones that look up to you. If anything happens to them it'll be on your head!" Shadow was unfazed by her words and assertiveness. Giving a grin and arched brow, as if saying 'is that all?'

She growled at this point, "don't let what happened to Maria happen to them!" she shouted. Shadow's eyes shot open at that, he slowly began to break her hold.

"How dare you…"

"No! How dare you! Rouge told me you are a very compassionate and caring individual, who would do anything to help!" she shouted, interrupting him. He just looked at the ground sighing. Looking back up at Twilight he saw tears begin to fall.

"Please Shadow...i beg of you…" she said. Her hold vanishing. Shadow turned to Rouge and sighed again before taking out the green emerald he got from Rarity. Turning back to Twilight he knelt down to her since she was sitting and crying softly. Wrapping an arm around her to give her a hug.

"Thank you..." he said softly before standing up. "Chaos Control!" he teleported to the clubhouse. Twilight smiled at that, happy that he listened and put his pride aside.

Upon arriving at the clubhouse he noticed they were gone, and soon his ears could hear screaming. Not only that, but they could hear roaring.

"Dammit!" he said before seeing the cape he declined earlier. He looked at it before picking it up and tying it around his neck. "I'm on my way girls" he said before heading toward them.

Everfree Forest

The girls managed to get out of reach of the Chimera but it was trying desperately to get at them. They were scared, in tears and hoping someone would save them.

"Chaos Spear!" a voice rang out before something struck the Chimera in the side, sending it away from the girls as Shadow soon came into view. The girls were happy to see him, and soon they felt surprise and shock that he was wearing the Crusader cape.

"C'mon ugly. Let's go!" he said before the Chimera charged at him. He strafed to avoid it and fired another Spear, hitting it and sending it into a tree. The beast roared before trying to bite him with its tail. He dodged the attack easily, "Chaos Control!" he shouted before vanishing. The girls got worried but soon saw the Chimera getting tossed around from being attacked from seemingly nowhere. Shadow behind it, watching it get pummeled by the attacks he did while time was frozen. The beast cried out in pain before looking at Shadow and running away, scared of him.

He turned to the girls and knelt down. "Sorry I'm late girls" he said. They all smiled and jumped out of their hiding spot to hug him, tears rolling down their faces.

"Thank you so much Shadow!" they all exclaimed happily as he hugged them back.

Ever since that day, you could see Shadow with the Crusaders. Wearing the cape even. When asked about it he'd always reply "it's for protection" though they knew it was more than that. Seeing that made Twilight smile happily that she was able to convince him that he was better than that.

"Thank you Shadow" she said softly to herself.

Eggman's Base

Metal laid down the griffon in front of Eggman and Trixie. "So she failed" Eggman said, earning a nod from the bot. Trixie scoffed before going up to Gilda.

"Get up you worthless Griffon" she said before sending Chaos Energy from her horn into Gilda. A few new marks appeared on Gilda as she awoke in agony from the energy being pumped into her. The old marks growing in size as her body became tainted by the energy. She panted when it finally ended.

"What did you do to me?" she asked weakly.

"Simple, I made it to where you shouldn't overestimate yourself. And you must now focus on not underestimating them." She said sternly. "Does the Great and Powerful Trixie make herself clear?" Gilda nodded as she scoffed at her. Gilda's sclera, the white of her eye, had red marks on it. Eggman saw this, as well as red marks on Trixie's body, tail and mane.

/seems the corruption has started/ he thought.

* * *

Villains are being Villainy. Twilight knows more about Shadow, which seems to have helped in deepening a friendship between them.


	12. An Apple a Day

Disclaimer: i do not own anything except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

An Apple A Day

The day was a beautiful one, some clouds in the sky since a rain was scheduled for later. A slight wind blowing in from the south as the citizens of Ponyville went about their day. Shadow could be seen with the Crusaders, all 4 of them wearing their capes, even Shadow would admit to himself that the cape looked good on him. They were passing by the school as they looked for something to help the girls get their cutie marks. Little did they know that things were about to get rather interesting soon.

"Isn't this just the most lovely shade of green?" a girls voice could be heard, Shadow's ears listening to it.

"Oh my yes, that gem suits you Diamond Tiara" another voice said. Shadow was now curious.

/green gem?/ he thought, knowing it wasn't a chaos emerald since he was holding that very one at the moment.

"Thank you. Daddy had to hire someone to break it into pieces since the original gemstone was so huge, but even its pieces shine ever so brightly. Shadow stopped and looked shocked, having an idea of what they were talking about.

"What's up Shadow?" Scootaloo asked, noticing he stopped. The other two girls stopping to see if he was okay after hearing Scootaloo ask that. Shadow turned toward the voice, seeing a filly with a pink coat and light purple hair, a tiara as her cutie mark.

/convenient/ he thought, not seeing the gem until she turned and saw the 4 of them. It was then his worst fear was realized. There around her neck, was a shard of the Master Emerald.

"Oh look it's the Lack of a Cutie Mark Crusaders" she taunted at them. "And look they recruited one of the freaks" Shadow kept himself in check. Knowing it'd do more harm than good to just snatch the shard.

"Shadow do you know what that gem is?" Applebloom asked, earning a nod from him as he turned around and led the girls away from there. Diamond Tiara's laughter could be heard as they distanced themselves.

"That was a shard of the Master Emerald on her neck" he said. Applebloom gasped, remembering what Knuckles told her and her family.

"You mean that thing ol' Knuckles is supposed to protect?" she asked. "But wait, I thought you said they were indestructible?"

"Not the Master, it can be shattered and restored. The Chaos Emeralds are the indestructible ones." He said. Earning a group "ooh" from the girls.

"Now listen, I heard her say that her father found it. Meaning….this could be a problem. Especially if Knuckles finds out. He'll tear through anything to get the shards. You three must promise me not to tell him" he said with a serious tone.

"We promise" they answered happily. Unbeknownst to them, Diamond Tiara decided to follow them and heard every word. Grinning evilly as she thought of plan after plan.

Sweet Apple Acres (later that day)

Applebloom was dropped off by Shadow, who was going around making sure they all made it home safely.

"Heya Applebloom" Knuckles said when she entered the house.

"Well howdy Knuckles." She said happily.

"So how was your day?" he asked.

"No cutie marks yet" she said a little disappointed. "Always tomorrow though"

"Mine was pretty uneventful too. Still no sign of the Master Emerald" he said. Applebloom immediately getting nervous once he said that. The memory of promising Shadow that she wouldn't say a word popping into her head. Knuckles looked over to her and noticed she seemed to be acting a little differently.

"You alright?" he asked.

"What? Yeah ah'm fine, never been better" she said with a toothy smile, hoping he'd buy it. Knuckles just looked at her a little more before shrugging.

"Alright then" he said. Applebloom mentally sighed in relief that he bought that.

"I'll just go up to my room then" she said before going up the stairs to her room. Knuckles was a little confused at the way she was acting but decided not to bother with it and get some sleep.

Though sleep was the last thing that Applebloom got as she tossed and turned, the guilt she felt of not telling Knuckles about the Master Emerald weighing heavy on her. Especially since she and her family promised to tell him at the first sign of its whereabouts. Just as she could feel sleep begin to take her she was jarred back up by the crowing of the rooster. With a groan she got out of bed to face the day ahead.

The next day, you could see Knuckles and Applejack working on harvesting apples. Applebloom was helping her sister while Knuckles worked with Big Macintosh. Applebloom was acting rather fidgety today missing some apples or accidently spilling the basket, or not even reacting at all.

"Applebloom! Look alive!" Applejack called out, jarring her sister out of a small nap that her body had almost forced her into.

"Huh?" she asked before a few apples landed on her head. "Ouch!" she said, rubbing where they hit. Applejack went over to her sister, a look of worry on her face.

"You alright Applebloom? You've been rather out of it today" she said.

"I'm fine sis. Just real tired. I didn't get much sleep last night" she said as a yawn escaped her.

"Now what in tarnation would prevent you from getting sleep?" she asked. Her sister looked over to Knuckles before motioning her sister to lean closer so she could tell her in a whisper.

"I found out where that Master Emerald thingie is. Diamond Tiara's dad found it and broke it into pieces. She was wearing a shard of it on her necklace."

"And why wouldn't ya tell Knuckles? Ya know he's worried to bits about it" Applejack said.

"Ah know sis. But I promised Shadow I wouldn't tell him. Since Shadow told me that Knuckles would practically go bananas to recover them shards" she said. Applejack just sighed, knowing that what Shadow said probably wasn't too far off from what would happen.

Meanwhile

"A Wonderbolt huh?" Sonic asked Dash as they walked through the town.

"Yeah. It's always been my dream to become one and fly with them." She said with a smile, already starting to daydream about that day. Sonic just smiled at that.

"Well what about you?" she asked. He just looked up to the sky.

"Never really had anything like that. I just run and handle what comes my way" he said.

"So you just live in the moment?" she asked. He nodded before looking at her and smiling.

"Pretty much yeah" he said. She just smiled back at him, his answer giving her quite the insight into what kind of individual Sonic was.

"So how did you get your cutie mark?" Sonic asked, Dash smiled happily.

"I thought you'd never ask. Or do you just like staring at my flank?" she teased lightly. Sonic laughed with Dash before she began to share the tale of how she got her cutie mark.

Sweet Apple Acres

Knuckles was leaning on the fence, taking a break from working for a good while. Applejack walked up to him. A little nervous, since she had promised Applebloom not to tell him.

"Heya Knuckles" she said standing next to him. He looked at her.

"Hey" he said, turning his gaze back to the horizon. Applejack really wanted to tell him, it went against her element to hide the truth from him.

"Listen sugarcube, ah gotta tell ya something." She said.

"No Applejack. Ah will" Applebloom said as she walked up. Knuckles just arched a brow.

"I promised Shadow I wouldn't…but you deserve to know. I know where the Master Emerald is" Applebloom said before Knuckles picked her up suddenly. A frantic look on his face.

"Where?" he asked, wanting to know desperately. Applebloom couldn't really say anything since she was surprised by his actions.

"She told me. A pony named Filthy Rich has your emerald. He shattered it and his daughter Diamond Tiara has one shard on her necklace" Applejack said. Knuckles set Applebloom down, using his hands to brace himself on the fence before his grip tightened to the point the wood broke and splintered. His teeth gritting together as his rage began to boil.

"Now listen sugarcube" Applejack began before Knuckles began to walk away. She quickly caught up to him.

"Go. I don't need help to get my Emerald back" he said.

"Now that's a buncha phooey" she said. "I used to think I could do anything on my own. But soon I learned that swallowing your pride and letting others help you is key to success" she said. Knuckles stopped when she said that. Remembering when he himself was just like that, thinking back to when he had to ask Sonic to recover the Master Emerald after Eggman double crossed him in the Hidden Palace Zone.

"You're right" he said before turning to her. She smiled at him, glad he listened.

"I can ask Rouge to help get the emerald. I'm sure she's been itching to go thieving" he said. Applejack arched a brow in surprise.

"Pardon me? Did ya'll say that Rouge is a thief?" she asked.

"Technically she's a government spy slash jewel thief" he said. Applejack just blinked at that, completely surprised.

"Well that is interesting" she said.

Eggman's Base

"This is incredible!" Gilda said as she breezed through Eggmans challenges for her new level of power. She was able to do a lot more than what she could with this power. Satisfied with her training for the day she left the room only to see Metal Sonic standing on the opposite wall to the door.

"Heya Metal. What's up?" she asked, starting to figure out what Metal Sonic was conveying in his silence.

"So, you think that we could beat them with the scheme that Trixie is plotting?" she asked. Earning a small nod from the bot. she then thought for a moment before a small grin appeared on her face. Slowly getting bigger as she kept imagining what it would be like to crush Dash.

"Yeah…and with this new power, there's no way they can win" she said confidently

Eggman was going over the plans with Trixie, noticing she was further into the corruption, more red marks on her body, mane and tail, it even started to appear on her sclera.

Twilights House

Twilight was finishing her letter to the princess, to report how things have been going. Giving the letter to Spike after rolling it up so he could send it. Which he did happily before going downstairs to help Owloysius clean up. She sighed as she relaxed on her bed, her mind wandering to what kind of trouble could brew from the Emeralds. The word Chaos sticking out in her mind, especially after that fight with Discord. The emeralds represented Chaos in a different way than he did. His Chaos literally was disharmony, things that didn't make sense and upset the balance that made harmony. The emeralds represented something different, they could cause disharmony if used incorrectly, but they also had a positive side to them. Their name had to be from the fact they held the Potential to cause Chaos, or from the fact that's how their energy was. Whatever it was, she didn't have a clue.

She then began to think about Shadow, about all he'd been through up to this point. She just smiled as she pictured him, just standing there and looking as cool as he always did. A small blush crept to her face as other thoughts about him soon entered her mind.

"Thinking the day away?" Shadow asked from the balcony, which made her jump in surprise before laughing nervously. He just arched a brow at her reaction.

"Yeah…I guess I was" she said after finally recovering from that. "Say Shadow…do you think you could tell me about the emeralds?" she asked.

"What about them?" he asked.

"How they got their name" he thought for a moment before looking at her.

"They're named after the god that guards them and the master, Chaos" he said. Many civilizations that came across them named them that not just because of Chaos, but because of the chaos they brought to many. They could cause corruption, disharmony, and eventually war and death." He said. Twilight was surprised by the story, but at the same time she wasn't really too surprised since the emeralds were such powerful objects that they had to have a dark history to them.

"Thanks…I guess" she said with a smile.

"That's not all that was on you mind was it?" he asked. Twilight's eyes shot open at that and a blush appeared on her cheeks. A nervous giggle escaping her as Shadow just looked at her with an arched brow. She just smiled at him, trying to shake off her nervousness. Though looking into his eyes made that near impossible. His crimson eyes that shined in the light.

/why am I thinking these thoughts?/ she thought, completely flustered by this point.

"Hello? Twilight?" he asked waving a hand in front of her face.

"Huh?" she asked snapping out of it. And realizing he was a little closer.

"Maybe you should get some rest. Instead of thinking" he said. Earning a nervous giggle from her before she nodded and laid down.

"Yeah. I'll do that" she said, closing her eyes. Shadow went to the balcony before jumping down from it. Twilight heard him leave before more thoughts crept up.

"Oh…what in the world is going on?" she thought out loud before she finally began to drift off to sleep.

* * *

the plot thickens. i think. anyway. seems Trixie is getting close to putting her plan into motion. and poor Knuckles finally knows where his Master Emerald is, but it's just beyond his reach. What on earth is going through Twilights head? and why am i eating a twinkie while writing this? and when will i do some part about the Chaotix and Pinkie? next chapter will have Vector and the others helping with the cake shop, among other things. i think that's about it. stay tuned ya'll


	13. Once a Thief

Disclaimer: i own nothing except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team.

* * *

Once a Thief

"Rouge darling, are you sure nopony has offered you a modeling contract before?" Rarity asked as she took photos of Rouge for the next magazine. Rouge laughed a bit, a smile on her face.

"No they never did, I've always been so busy that I never really had the time like I do now" she said. Rarity smiled as she took the last of the pictures.

"There, you're all done for the day" she said. Before a knock came at the door. "Big darling, could you get that?" she asked. Big nodded before answering the door, Knuckles walked in.

"Rouge…I need your help" he said. "" Rouge put a hand over his mouth.

"slow down Knuckles. Now what's the problem?" she asked.

"some pony named Filthy Rich has the Master Emerald, and worse he's shattered it and his daughter is wearing a shard of it like jewelry" he said. Rouge just blinked before laughing.

"Hey! It's not funny!" he shouted. Rouge calmed down after a bit before looking at him.

"and what do you want me to do about it? You never let me touch that emerald to begin with." She said, crossing her arms and turning her head away. Knuckles sighed.

"please Rouge…I need you to steal those shards back for me so I can restore it" he said. She was surprised he was saying this. But not as surprised as Rarity.

"you're a thief?" she asked Rouge.

"technically I'm a government spy slash jewel thief" she said with a smile before turning back to Knuckles.

"alright Knuckles, I'll help you on one condition" she said

"and that is?"

"you let me keep the restored emerald for a day" she said.

"forget it!" he shouted.

"it's either that or no emerald at all" she said. Knuckles sighed before admitting defeat.

"alright fine" he said.

"then we are in agreement. I'll get it back tonight. To tell the truth I've been itching for some thieving" Knuckles just nodded, but began to think of a way to get there before she did. He thought as he walked before noticing the Cake Shop and immediately he began to get an idea.

Cake Shop

Vector Espio and Charmy were helping out the Cake's with Amy and Cream, the business booming since Vector decided to temporarily make the Chaotix a catering company. Which did have a nice ring to it. Chaotix Catering. And with the help of Pinkie Pie, they really made the Cake's business boom.

"head's up everyone! Got a big one to fill out today!" Vector said as he finished writing down a big order.

"what's up?" Pinkie Pie asked, getting excited.

"seems a guy named Filthy Rich is planning a big party for his daughter's birthday. And has asked us to cater it" he said. The Cake's were very happy from hearing that

"so let's get our chefs hats and fancy pants on. time to make this party one they won't soon forget" he said excitedly.

Rich Estate (later that night)

Rouge looked at her target from a distance, somewhere in that building was the Emerald she was after. Her new spy suit made by Rarity to help increase her stealth capabilities by making her suit breathe so it was easier to stay cool. Only Rouge's eyes were visible with the suit completely on. She smiled under her mask as she caught a glimpse of some of the shards.

Inside the estate

"good night Diamond Tiara" Filthy said before turning off his daughter's bedroom lights.

"good night father" she said, holding the shard close.

Outside

"so when do we sneak in?" Rarity asked from behind Rouge, wearing the same suit as her. Rouge mentally sighed. Having been unable to convince Rarity to let her go alone, but when Rarity pointed out her magic would be invaluable to hauling out all those shards Rouge had no choice but to agree.

"just keep as quiet as possible and follow my lead" she said before starting towards the estate with Rarity behind her. Two guards stood in front of the main gate, making sure no one got in or out. Rouge thought for a moment before seeing lights in the distance getting closer, she was surprised to see that it was Vector, Espio and Pinkie delivering what looked like a cake and many other party favors. The guards let them in, Rouge smiled and quickly followed them in, careful to not be seen. Rarity also managed this feat, since she was right behind Rouge.

"why deliver a cake in the middle of the night?" Rarity asked in a whisper.

"must be the girls birthday tomorrow, and you know how rich people are sometimes" Rouge said just as quietly before following the carts into the estate before splitting from them with Rarity to get the Master Emerald shards.

"now if I were a rich snob, where would I hide something as valuable as a shattered Master Emerald?" she wondered.

"simple my dear Rouge" Rarity said before looking at a picture on the wall and tilting it, opening a passage in the wall. "I'd have a corridor built with a hidden mechanism behind a picture that no one would really suspect" she said, proud of herself. Rouge smiled at Rarity before entering the corridor with her.

"nice work, maybe you should be a thief" she said. Rarity laughed, flattered at that. At the end of the corridor they found a door, sealed by a multitude of locks.

"I got this" she said before taking out her satchel charges and sticking them at strategic points on the door before getting down on the ground with Rarity and pulling the trigger. The explosions destroyed the locks and opened the door.

"hurry, 5 bits says that triggered a silent alarm" Rouge said as she got up and entered the room. Rarity followed her in and gazed a wondrous sight. the Master Emerald, still in pieces.

"jackpot" Rouge said before she could hear the guards coming. "any ideas on another way out of the vault?" she asked. Rarity thought for a moment before going to one of the walls and bucking it, causing a door panel to open.

"easy" she said before using her magic to lift the shards and escape through there with Rouge.

"sir, the gem is gone. Whoever blew the door open has taken them" a guard said to Filthy who was behind them. He growled at that.

"I know where they are, deploy your men to sector C5, they'll be there soon" he said. The guards saluted him and did as instructed.

Rouge and Rarity were still running, trying to get to the outside. That is until the guards showed up and surrounded them.

"damn" Rouge said. "Rarity, cover your eyes" Rarity did so before Rouge tossed a flashbang and ran with her, avoiding the stunned guards. They made it back to the main entrance hall before Rouge realized they were one shard short.

"you go. I'll get the last shard" Rouge said. Rarity tried to protest, but Rouge had already left to get it. She sighed before something struck her in the back of the head, knocking her out. The shards dropping to the floor. The guard laughed.

"you're not going anywhere"

Rouge went to Diamond Tiara's room, seeing the emerald shard within reach. Carefully and slowly she reached over to grab it that is until something zapped her and knocked her out.

"I must commend you for getting this far little thief. But I'm afraid you never had a chance" Filthy Rich said as he dropped the spy grade knock out zapper.

Dawn

Rouge awoke slowly and groggily, Rarity woke as well, both finding out they were tied to each other in two chairs that were back to back.

"dammit" Rouge said. "should've figured that rich bastard had something up his sleeve" she said, watching through the barred window as the sun rose.

"This is the first time that Rouge the Bat, government spy and expert jewel thief….has failed her mission" she said sadly as the rays entered the holding cell they were in.

* * *

seems they've been caught. how will they get out of this? and where is Knuckles?


	14. Always a Thief

Disclaimer: i own nothing except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team.

* * *

Always a Thief

"that looks splendid" Filthy said as he gazed upon the magnificent work of the Chaotix Catering Company.

"you bet it does." Vector said as Filthy handed them the pay for doing such a great job. With that, they left. Filthy smiled, knowing his little girl would love every bit of this.

Guests began to arrive about 2 hours later, at this point Filthy made his way to get his little girl.

In the holding cell

"oh come now Rouge, we still got a chance…" Rarity said, knowing this was rather hopeless.

"I promised Knuckles he'd have it by morning..." Rouge said, disappointed in herself. "I guess being a treasure hunter is just not me anymore" she said

"oh come now. That's not the Rouge I know talking. The Rouge I know would pick herself up and dust herself off and see this through to the end." She said, trying to boost her confidence. Rouge thought on what she said before she could hear a lot of commotion above where the dining hall would be located.

"Rarity, see that?" she asked, referring to the piece of broken glass. Rarity could see it and smiled, using her magic to lift the glass and cut the ropes just as the birthday song for Diamond Tiara began.

"not one to usually crash a party, but this is strictly business" she said before Rarity used her magic to open the door allowing Rouge to take out the guards so they could get up there

As soon as the song ended and everyone applauded, something happened. The cake began to rise before falling onto Filthy. Knuckles had been hiding in the stand the cake was on. immediately he could sense the Master Emerald, jumping out of the stand and quickly snatching the shard from Diamond Tiara before going after the rest.

"guards!" Filthy shouted. "get him!" they saluted and went after Knuckles. Rouge had seen that whole scene with Rarity, smiling at how cunning that was.

"didn't think he'd have it in him" she thought before seeing Guards flying from Knuckles muscling through them. Carrying the now fully restored Master Emerald.

"let's get out of here!" Rouge called out to him. He nodded and ran for her and Rarity, managing to get outside before stopping since Filthy had them at Zapper point. Cake stuck in his coat and mane.

"you 3 aren't leaving here. That Gem is mine I found it" he said. Rouge just glared at him before pulling out a flashbang. Knuckles and Rarity closed their eyes as the flash went off. Rouge then ran up to Filthy, dodging his blind shots and kicking up in the jaw, knocking him to the ground.

"for the record, that gem isn't yours, it belongs to Knuckles. And also, that was payback for earlier." She said before they all escaped the grounds and made a beeline for Ponyville.

Ponyville

Knuckles Rarity and Rouge caught their breath once they stopped running. Knuckles set the Master Emerald down in front of Rouge.

"here, as promised. For the whole day" he said. Rouge looked at it before shaking her head.

"no Knuckles. It's yours. Just make sure no one steals it" she said. Knuckles was surprised by that.

"I'll keep it" Rarity said, completely enticed by it. Knuckles lifted it up away from her.

"thanks Rouge" he said

"don't get all sappy now Echidna" she said.

"who said I was getting sappy you bat?" he asked before leaving, heading to Sweet Apple Acres. Rarity and Rouge just laughed.

"job well done Rouge" Rarity said.

"same to you Rarity"

Sweet Apple Acres

"wow…so that's the Master Emerald?" Applebloom asked as she gazed at it.

"it certainly is a big gem" Applejack said.

"eeyup" Big Macintosh said in agreement.

"well, I might as well put this somewhere safe" he said before realizing it wouldn't fit through the door.

"well Knuckles we got a surprise for you" Applejack said before her and Applebloom led him to a stand for the emerald that they built.

"you've been such good help that we built this for ya." Applejack said. Knuckles smiled and placed the emerald on the stand. A perfect fit.

"thanks a lot" he said happily.

Fluttershy's Cottage

Fluttershy was feeding her animals with a happy smile. Making sure each one was enjoying the meal.

"uh Fluttershy?" Tails asked, covering in bird seed, the birds pecking at his fur to get the seed out. A few grunts and displays of the beaks hitting his skin and hurting.

She giggled at the sight of him in this situation before shooing the birds off of him and taking him to get the bird seed out of his fur.

"so what happened?" she asked.

"well I was carrying the bag, lost my balance, fell down, bag busted open, and now I'm covered in bird seed." He explained. She just smiled at the imagery of that as she got the last of the seed out of his fur.

"there we go. Do try to be more careful next time" she said. Tails smiled.

"yeah, I'll do my best" he said before noticing her eyes looking at his. They both blinked before turning their heads away and blushing. Nervous chuckling and giggling coming from them as they regained their composure.

"so..umm…wanna go listen to the..umm…birds sing?" Fluttershy asked, shyly with a small blush on her cheeks.

"umm…sure" Tails said with a smile. Fluttershy smiled back before leading him to listen to the birds.

Eggman's Base

"tomorrow is their day of reckoning" Trixie said, her sclera almost completely red from the corruption. The rest of her body looking just as corrupted. Eggman smiled at that.

"good, my units are ready to back up yours. We will take Equestria" Eggman said. Gilda started to get excited.

"it's about damn time" she said. Trixie just smiled.

"it'll be a day they'll never forget. The day where Trixie takes Equestria" she said with an evil laugh.

Twilight's house (that night)

Twilight could tell something was going to happen tomorrow. It was evident by how quiet she was being, but that wasn't all. Her mind kept going back to Shadow. Her stomach would get butterflies everytime his black and red fur was in her mind. Her heart would race from seeing his crimson eyes. This made her even quieter for longer. Which got Spike worried.

"what's up Twilight?" he asked. She looked at her assistant and gave him a hug.

"hey! What gives?" he asked.

"I'm afraid Spike. Afraid of what this feeling means." She said, referring to both tomorrow and Shadow. Spike just hugged her back.

"hey now Twilight. It'll all be okay." He said, trying to reassure his friend. She just smiled.

"thank you Spike"

Ponyville (the next morning)

The citizens went about their usual business. Pinkie gathering all her friends together for a nice get together, that is until Sonic looked into the sky and saw something he couldn't believe. The Egg Carrier.

"attention Ponyville!" a voice rang out

"I the Great and Powerful Trixie have arrived to bring you your doom!" she shouted over Eggman's loudspeaker, laughing evilly.

"Trixie?" Twilight said in shock before the Egg Carrier dropped dozens upon dozens of robots. As well as Trixie and her Dogs.

"in the flesh. Twilight Sparkle" Trixie said with a sick grin.

* * *

Trixie has finally made her move. how will our heroes fare against her with Eggman's resources? the battle for Ponyville begins


	15. Corruption

Disclaimer: i own nothing except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team.

* * *

Corruption

"Attack!" she ordered, the robots and dogs all charging forward. Sonic and his friends split up in small groups to handle the bots and dogs, making sure the citizens were safe.

With Team Chaotix and Pinkie Pie

Vector punched a bot, defeating it easily. Espio threw some shuriken to disable a few others. Charmy and Pinkie were going around and taking them out with Charmy tackling them and Pinkie stomping them until they stopped functioning. Vector smiled as they tore through bot after bot.

"Come on! That all?" Vector asked before something shoulder rammed him. Four Dogs stood before them. Each one seemingly altered to be able to match their respective opponent. One was big like Vector, one swift and deadly like Espio, one was small and hard to hit like Charmy, and one was bouncy and hyper like Pinkie. They charged forward, Vector locking himself with his opponent before tossing him to the ground. The dog punched Vector in the stomach before getting up and ramming him into the side of a building.

Charmy was dodging his opponent, doing his best to hit him. Though both sides found this tough to do, until the dog charged at Charmy and pinned him to the ground. Charmy managed to angle himself and sting the dog before kicking him off and then shoulder ramming the dog.

Pinkie was having fun with this opponent, since she managed to trick said opponent easily and buck them to the ground. The dog growled before it was bucked in the chest, sending it flying until it hit the ground. Pinkie jumped high into the air and stomped the dog with all her might, breaking through its armor and injuring it.

Espio was throwing shuriken and dodging the dogs own shuriken. With a smile he put his hands into the tiger seal and soon began to vanish in swirling leaves. He attacked the dog while it had trouble finding him. Espio ended the fight with a jab to the dog's throat, which caused it to lose consciousness.

Vector managed to get his foe off of him and began to hit the dog with a series of punches before giving a big wind up and slugging the dog so hard it flew into a building and lost consciousness.

Charmy stung his foe again before dodging a punch and kicking the dog in the face, ending his fight.

Pinkie bucked the dog in the chest after it stood again, knocking it into a tree and ending her fight.

"Nice work out there!" Vector said.

With Team Rose, Rouge and Rarity

Amy smashed bot after bot with her Piko Piko Hammer, while Big grabbed some with his fishing line and swung them around. Smashing bot into bot practically. Soon though the bots were gone and the dogs showed up.

"We don't appreciate the fact you're all in the way of The Great and Powerful Trixie" one dog said, it was carrying a huge iron hammer. Another laughed as it cracked its whip. One was carrying a smaller dog on its shoulder. One had already made its way behind the heroes and attacked Rouge. She was knocked to the ground before getting up with a kick, hitting the dog and knocking it back a bit.

Big dodged a whip attack from his opponent before cracking the tip of his fishing rod on the dog, hitting it right in the jaw where there was no armor. Some blood trickling from where it was hit.

"You'll pay for that one fatty!" it shouted before charging at Big, Big belly bumped the dog and jumped into the air before body slamming the dog. The dog lost consciousness from the hit.

"Don't call me fat" Big said.

Amy was dodging the swings of her opponents hammer, a smile on her face.

"Looks like you don't know how to use that" she said. The dog stopped and looked at the hammer.

"Yeah, you hold it like this" she said, demonstrating the proper way. The dog did so before grinning.

"See? Isn't that bet" she didn't have time to finish since the dog hit her and sent her flying. Though it immediately regretted that when she stood up, angered beyond all rational thought. She charged at the dog and made a nail out of it as she pounded the living daylights out of the dog before stopping after so many hits. Panting as she looked at her unconscious opponent.

"Don't hit a lady….ever!" she said

Cream was dodging the attacks of her opponents, sending Cheese to block the big ones vision so she could go up behind and trip the big on. The little one dove for Cheese but was kicked away by Cream, knocking it out in the process and sending it into the big ones now helmetless head knocking that one out too.

Rouge tossed a flashbang to evade her opponent which worked as she jumped up and did a corkscrew kick to her opponents head, knocking off their helmet and sending them into a tree. Her opponent stood and charged at her, she detonated a satchel that she had placed there while the dog was getting up. The dog was sent into the air from the force. She took flight and kicked the dog with all her might, sending it into the ground and knocking it out.

Rarity didn't need to fight since she used her previous tactics when dealing with the dogs to make her opponent her ally.

"Well, that's new" Rouge said at the sight of that.

"These dogs are easy to get to listen to you. You just need the right way of doing it." Rarity said.

With Tails and Fluttershy

Tails was using his arm cannon to destroy the bots with ease.

"Nice work Tails" Fluttershy said as he destroyed another. He didn't have time to say anything before something fired at him, a dog with an arm cannon. Tails took aim but soon had to move due to Fluttershy warning him of another shot.

"Two dogs" he said. "Two stupid dogs" he said with a confident smirk before taking aim at the first and firing at it. Before moving with Fluttershy to avoid the other.

"Fluttershy, I need you to go up high and tell me where they are" he said putting a headset he designed to fit her on her head. He then put one on himself. The reason he did this was because they were in a heavily residential area, buildings everywhere, not to mention trees that blocked his view even more.

"Oh well…I don't know. If I can.." she said

"Fluttershy, I believe in you. I know you can do it" he said. She smiled before nodding and taking off into the sky. Immediately warning him of a dog to his right. He took aim and fired in that direction before getting up and running. Dodging the shots of the other dog before getting behind a building.

"To the left" she said, watching as he moved in that direction and caught one off guard and fired. The dog's armor being destroyed before Tails fired his spring loaded boxing glove at the dog, knocking it out with a clean hit to the jaw. The next thing tails heard was a dog laughing, on the headset. He ran out and saw Fluttershy in the dogs grasp.

"Easy there boy, don't want this one to get hurt now do you?" the dog asked, aiming its arm cannon at her.

"h-h-help m-me…" she pleaded softly, Tails heard it and sighed in defeat.

"You win, just let her go" he said deactivating his cannon.

"Good boy" the dog said, before charging its arm cannon to shoot Fluttershy. That is until a spring loaded boxing glove hit the dog in the back of the head. Causing the charge shot to miss and the dog to lose its grip as it fell forward, Tails smiled before firing his own charge shot and defeating the dog.

"You alright?" he asked as he went over to Fluttershy who happily hugged him.

"Thank you so much…" she said, tears of joy rolling down her face. "I was so scared" Tails blushed at the sudden hug, but smiled as he wrapped his arms around her to hug her back.

With Knuckles and Applejack

They smiled as nothing could stand up to them. Robots fell left and right as the two of them continued to fight. Two tough looking dogs soon showed up and attacked them. Knuckles dodged his opponent and glared at the dog. Applejack doing the same before they charged at the dogs.

"Heat Knuckle!" Knuckles said before beginning to glow a bright red and hit the dog with so much force that the armor shattered and the dog lost consciousness. The other just sweat dropped before he too was attacked. Applejack bucked him so hard that the armor broke and the dog was sent into a tree. A few acorns dropped onto the dogs now helmetless head, knocking it out. They smiled at one another before giving eachother a high five/hoof or whatever you'd call it in this scenario.

With Silver, Blaze, and Marine

They were up against a huge army of bots, destroying them left and right. Marine using her new power gloves to rip them apart so Silver had stuff to throw at the other bots. Blaze just incinerated any that were in her line of sight. After what seemed like an hour, but was really only a minute the bots were gone.

"Easy" Silver said before Trixie landed behind him and knocked him out before zapping Marine to knock her out. Blaze hissed at her before conjuring a fire whip and striking her with it. Trixie winced at the hit before glaring at the cat.

"Try as you might, you'll never bring down the Great and Powerful Trixie!" she said before conjuring an Ursa Major's claw and jabbing Blaze in the side with it. Cutting her deep, as evident by the blood coming out of her. Trixie laughed as Blaze fell to the ground.

"Chaos control" Trixie said before vanishing.

With Shadow, Omega, and Twilight

Shadow used Chaos Spear to destroy the bots as Omega used his artillery. Twilight would cast offensive magic on the bots they missed.

"That all of them?" Shadow asked before seeing Omega getting tossed aside by Trixie. Twilight readied her horn before Shadow stopped her.

"I've beaten her before. I can do it again" Twilight said.

"You beat her in magic. It's my turn, to show her just how outclassed she truly is" Shadow said, noticing that Trixie's sclera where pure red.

/she's corrupted…horribly/ he thought as he stood there, staring down his opponent.

With Sonic and Rainbow Dash

They finished off the robots easily, standing on a rooftop, waiting for whatever was gonna challenge them next.

"Dash!" Gilda shouted as she and Metal dove at the two who dodged the attack.

"We have unfinished business" she said, her entire sclera red in color.

* * *

our heroes seem to have quite the upper hand, but what will Trixie pull out of her hat to win? and will Sonic and Dash be victorious against their wannabes?


	16. Pure Chaos

Disclaimer: i own nothing except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team.

* * *

Pure Chaos

The skies darkened above Ponyville, the atmosphere chilling from the lack of daylight. Trixie laughed as she caused this before looking straight at Shadow who seemed unimpressed. She frowned a bit at his unchanging demeanor before charging straight for him. He dodged the charge and kicked her in the side before jumping up and firing his Chaos Spear at her. She smiled as a shield appeared around her, blocking the hit.

"My turn" she said, her horn crackling with chaos energy. "Chaos Spear!"

The attack flew straight at Shadow who was surprised she was able to do that. Thinking fast he deflected it before she rammed into him, taking him toward the ground. They crashed with a loud boom, before Shadow stood and kicked her away again.

"Chaos Control!" he shouted before time around him froze and he made his way to Trixie. He started to prepare for his attack that is until she started moving.

"You're not the only one who can use it!" she said before tackling him and blasting him pointblank with a Chaos Spear. Both of them exited the Chaos Control. Shadow had a look of anger on his face. Trixie just grinned evilly.

With Sonic and Dash

Sonic was dodging the claw swipes of Metal, ducking low to knock the bot off balance with a leg sweep followed by a kick to the side for good measure.

Dash was doing her best to dodge Gilda, who at this point was enraged enough for her chaos energy to create extensions on her claws. Dash had a few cuts on her body but wasn't about to let that stop her as she jumped above Gilda and bucked her in the back of the head before landing again. Gilda growled before shrieking loudly as her marks began to glow and her body was enveloped in a red aura. Dash immediately took flight to avoid a charge, but Gilda was persistent as she chased after the cyan Pegasus.

Metal managed to grab Sonics arm and kneed him in the stomach before tossing him down and going for a clawed jab. Sonic rolled out of the way to avoid it before standing up and punching the bot in the head. Metal just stood there, unfazed as it turned to him and tackled him.

With Shadow and Trixie

Shadow rolled a bit from the hit he took from Trixie before coming to a stop and standing up. Some blood at the corner of his mouth that he wiped away before he started to concentrate.

"Chaos Boost!" he said as he gained a red aura from the ability heightening power of Chaos Boost. "Level 1"

Trixie just scoffed "that all you got?" she asked before going wide eyed from Shadow practically 'blipping' from where he was to where she was before kicking her into the air. He blipped again and punched her, continuing to blip to her and strike. She recovered though and bucked him when he blipped behind her. Sending him reeling before he shouted.

"Level 2!" his aura became more vibrant as he fired a Chaos Arrow, a weaker version of the spear requiring no incantation. She dodged it before dozens more flew at her, striking her multiple times. He blipped to her and kicked her before she fired a Chaos Spear at him and hit him in the face.

"Level 3" he said before he blipped behind her and started to use her as a volleyball. With a punch he began to start his Chaos Assault, unleashing a flurry of attacks on her before sending her to the ground with shockwave. She crashed into the ground, growling as she stood up to see him land in front of her. She had blood coming out of her nostril and mouth from the attacks. Her coat, mane, and tail a mess from being tossed around like a ragdoll.

"Little wretch!" she screamed before her marks began to glow and she too was covered in a red aura. Shadow just stood there, ready for what she had in store for him.

With Rainbow Dash

Dash was doing her best to shake Gilda off, but found that to be very difficult as the griffon was having no trouble keeping up with her.

"What's the matter Dash? Scared to fight me?" she shouted after her. Dash thought for moment before smiling as she stopped going forward and dove. She was high enough that she could do this, hurtling toward the ground at high speed.

"Chaos Emerald…help…please" she pleaded with the Emerald. It responded, granting her the speed necessary for a Sonic Rainboom. She quickly shot back up and struck Gilda right in the kisser. Gilda reeled back, rubbing her beak as she saw Dash flying there. Her Rainbow mane glowing vibrantly as it waved back and forth from the aura around her, her mane and tail spikier than before. Her mane standing up. Her coat was glowing a vibrant Cyan while her element of loyalty was on her neck. Red Lightning Bolts adorned her sides, eyes, the ends of her legs and her wings. This was Lightning Dash.

"Feel the power of a lightning strike!" Dash shouted before instantly travelling from where she was to Gilda, and striking her in the gut before following up with other attacks. Each one seeming to produce more of a punch than the last before Dash sent her opponent higher into the air before following. Gilda ended up above the clouds and when Dash arrived her anger turned to fear as the Pegasus tackled her and went into the cloud before grinning. Immediately lightning began to zap Dash, as if empowering her before she held a hoof out to Gilda.

"You will regret ever doing this Gilda" she said before she began to spin and charged at her, heading toward the ground.

"Lightning Corkscrew!" she shouted, as soon as they exited the cloud the lightning exploded violently. Once the two were near the ground Dash bucked Gilda with all her might, sending the griffon into the ground, making a crater as the boom echoed. She landed near the crater, looking at Gilda who was unconscious. Her Lightning Dash form soon faded as she panted from pushing herself like that.

With Sonic

Metal was losing this fight badly and needed an ace to win. Its body crackling with electricity from all the circuits that shorted out. It then got an idea, all around were parts of robots. Holding out its arms it summoned all the pieces which came to it before they all liquefied and reformed as Neo Metal Sonic.

"My loathsome copy. This is the day I prove once and for all that I am the real Sonic" Metal said in a deep voice as he stood there, eager to finish this fight. Sonic just looked on at the newly revived form of Neo Metal Sonic.

"This isn't gonna be easy…" he said

With Shadow and Trixie

Trixie was still on the losing end of the fight, being tossed around effortlessly. She landed on the ground with a thud as Shadow landed afterwards.

"Give up. You're outclassed" he said.

"Wrong!" she shouted before her horn began to glow. Gilda's body soon lost its markings of red as the energy was taken from her and brought to Trixie who happily absorbed it. Her markings growing as she became even more corrupted. Shadow was starting to feel a little nervous now, knowing this fight had only just begun.

* * *

Shadow and Trixie are locked in mortal combat. Dash has discovered a great power for herself. while Sonic has yet to scratch the surface of his fight.

Lightning Dash is a super form concept for Rainbow Dash that i made. not claiming ownership of the character, just claiming that the concept of Lightning Dash was all me.


	17. Heart of Cold Steel

Disclaimer: i do not own anything except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Heart of Cold Steel

Sonic got ready for what Metal had in store for him. Metal charged at him and grabbed his arm, pulling him toward its oncoming fist, doing that a couple more times before pulling once more and letting go as he punched him again sending him into the air. Metal jumped up and kicked him to the ground. Sonic curled up and bounced off the ground straight up to Metal. Hitting him hard before uncurling and kicking him away as he fell back down and landed. Metal regained his balance and landed on his feet before charging again, with its arm ready to punch. Sonic ducked below the punch only to be kicked in the face and sent rolling on the ground.

"That all you got?" Metal asked. Sonic stood up, wiping the blood from the corner of his mouth.

"Not by a long shot Chrome Dome" he taunted before he started to draw in energy and began to glow a light blue. Within a second he moved from where he was standing to Metal, punching him into the air before following up with a kick after chasing. Knocking the bot around using his Light Speed Attack before catching Metal in his Bounce Attack and slammed him into the ground before bouncing onto him a couple of times. Metal stood slowly before laughing again.

"What's so funny tin grin?" Sonic taunted.

"Just the fact that with new parts, come new toys" he said holding an open palm at Sonic. A red dot in the center that was charging energy.

"Aw crap" Sonic said before dodging the blast. Metal lifted the other arm and started firing both at him. Sonic kept dodging, doing his best to not get hit. Metal stopped and charged at him, taking him by surprise and tackling him through a building before lifting him up and throwing him onto the ground. Sonic started to get up, now on his hands and knees. He fell from a sharp pain in his side from Metal kicking him. The bot didn't stop there, he kept kicking.

"Is that all you're worth? You useless sack of flesh!" he said before punting Sonic into a wall. Sonic hit the wall and fell to the ground in pain.

"This just proves you are the copy. And I am the original" Metal said charging both his hands to finish Sonic. Sonic just got to his knees, not seeing any way out of this.

"Come on Sonic! Don't let that piece of scrap metal beat yoDash called out from a nearby roof. Sonic looked up to her. Metal ignored her, still charging up.

"There's no way a bag of bolts can beat you! You're the Blue Blur for crying out loud! And you're my friend! You can't lose!" she cried out. Metal turned to her and took aim.

"Be Silent" the bot said before being tackled by Sonic. Interrupting its charging energy. Sonic jumped into the air before charging a bounce attack, striking the limbs of the bot as hard as he could to disable them before bouncing high into the air.

"I've never done this before…but there's no room for hesitation" he said as he started to focus Wind and Sound into his right arm. Until a ball of wind formed above his fist, multiple ribbons spiraling around Sonic's arm from the ball. He started to dive toward Metal Sonic. As soon as he got close enough he punched the bot in the chest.

"Sonic Boom!" he shouted as the energy exploded with the force of a sonic boom. The sound of one too. Glass broke as building shook. Sonic was thrown back from the recoil landing on his back. The energy soon faded, and Metal could be seen with a hole in its chest.

"How…is it possible…" the bot said as its eye panels went dark.

"Sonic!" Dash called out as she flew down to her friend. "That was awesome!"

He smiled at her, "thanks Dash" he said before wincing in incredible pain.

"What's wrong?" she asked.

"I think my arm is broken" he said with a chuckle. Dash just shook her head before taking flight again.

"I'll go get Fluttershy, be back in a jiffy" she said before racing off to get her.

With Shadow and Trixie

Shadow was trading Trixie blow for blow. Their bodies each taking a brutal beating as they fought. Shadow dodged a Chaos Spear and kicked her into the air. Trixie recovered with a back flip and fired some meteors at Shadow.

"That's..." Shadow dodged the meteors, before seeing her conjure up a blade.

"Swift Strike!" she said releasing the blade. Shadow used Chaos Control to dodge it and appear behind her.

"So you want to use the moves of the one whose blood is in my veins?" he asked. "Fine then we'll play it that way"

She turned and attacked him, but it was an illusion. Shadow could be seen leaving a trail of these illusions, each one firing a Chaos Spear at her. She laughed.

"Your illusions can't fool me" she said before the attacks hit her and she screamed in pain.

"They may be fake, but their attacks are real" he said from behind her before sending her to the ground with a punch. She crashed into the ground before making illusions of herself that attacked him. He dodged the attacks before heading straight for the real one and punching her in the face. Catching her head with his other hand.

"Chaos Spear" he said as he shot her point blank. She screamed before conjuring an Ursa Major claw and swatting him away. She was now more corrupted, her coat a bright red. While her mane and tail where a lighter red. Shadow just looked at her before releasing his inhibitor rings and powering up. His whole body turning bright red as an intense red aura surrounded him. The ground shook from how much energy he was building up.

"I'll show you my Ultimate Power!" he said. She just laughed.

"Go right ahead and show me" she said, confident in her abilities.

"Chaos…" he charged at her and grabbed her by the neck before pinning her to the ground, absorbing her Chaos Energy, reverting her to her original color scheme and clearing her corruption. "BLAST!" he shouted. The energy within him exploded outward, forming a red bubble that pressed Trixie into the ground as it tore away at her. Her screams of agony could be heard as Shadow released the last bit of energy in a mighty explosion.

The energy soon died down as Shadow landed at the edge of the crater, his rings back on. He was panting heavily. Twilight went over to him before stopping halfway when she saw Trixie rise out of the crater and buck Shadow hard in the back. Sending him toward a wall. He hit the wall and fell to the ground. Twilight glared at her.

"Oh come now Sparkle, you want some of this too?" she taunted. Twilight just glared at her as her anger rose. Her mane and tail bursting into flames before she rammed Trixie, following up with different spells to pummel the blue unicorn with. Trixie could be heard screaming in agony as she was relentlessly pummeled.

Shadow looked at that and smiled, before turning his attention to the clouds. He stood up and held his hand to the sky, moving it a bit to make the clouds start to swirl.

"Let's see if I can make this work" he said as he kept doing that before stopping, the clouds still swirling as the lightning began to crackle in them. Progressively getting stronger and faster as he focused his energy into it.

With Blaze

She was barely conscious. Her left hand on her side as the blood kept coming forth from it.

"Silver…..Marine…." she said weakly as she reached out to her friends before her head dropped and eyes closed. She laid there, unmoving. Her eyes shot open, revealing her cat pupils as they narrowed.

With Shadow and Twilight

Twilight panted as her fire died down. Trixie stood and rammed her down before looking at Shadow and then where his hand and eyes were looking. She saw the lightning crackling in the clouds and freaked out.

"Dammit!" Shadow said before Twilight suddenly got up and bucked Trixie. Knocking her to the ground before using her magic to pin her down.

"Do it now!" she shouted to Shadow.

"Chaos…" he began to throw his hand down. "Judgement!" he said before all the energy built up in the clouds crashed down onto Trixie. Creating a great explosion of energy as she screamed in utter pain and torment from the energy ripping through her.

The energy dissipated and the clouds faded. The skies were bright and clear again. Twilight smiled before running over to Shadow who started to fall forward. She used her magic to catch him and lay him down gently on his back.

"We did it" she said happily. He smiled at her. Glad it was over. The red emerald laying right next to him.

"Yes…it's over" he said happily.

* * *

the battle is over...or is it?


	18. Playing With Fire

Disclaimer: i do not own anything except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Playing with Fire

Shadow looked at their friends who were making their way to them.

"Nice work out there Shadow" Sonic said, his arm in a splint that Fluttershy made for him. Everyone else going over and smiling. Glad the fight was over. Shadow was even smiling that is until he looked where his Chaos Judgement hit. Everyone turned and saw a scary sight.

Trixie, standing there, enraged to the point the vessels in her eyes broke.

"I'll kill you all…..by Celestia I will make you pay….as the princesses are my witness…I. Will. Kill. YOU!" she shouted.

"Well spoken" a voice said behind her. Trixie turned to face the voice. "I couldn't agree more!" the voice said before Knuckles punched the ground. Making the earth rise to shield them from the fireball that hit Trixie. Causing her to scream as she was burned.

"looks like I can bring The Great and Powerful Trixie down after all" the voice said, Trixie looked from over her shoulder to see Blaze standing there, holding her side and conjuring another fireball in her right hand.

"But how? You shouldn't be standing. All the blood you lost should have killed you!" she shouted before another fireball hit her and exploded, covering her and burning her in the flames.

"Funny thing about fire. It makes a good sealant for a wound like that. I seared it before I lost too much blood. The pain was so excruciating that I thought it would be the death of me" she said as she fired another at Trixie.

"You seem to be familiar with regeneration. Well I'm familiar with Stamina. And I know you haven't got much of that left." She hit Trixie with another ball of fire. The unicorn screaming in agony as she was burned.

"So let's see, how many burns is it gonna take!" she said before unleashing blast after blast of fire. Burning the unicorn alive as she screamed and screamed. Trixie jumped through the flames and charged at Blaze. Blaze jumped back and placed her finger on Trixie's horn before letting her flames fly. The close proximity flamethrower burning Trixie as a final agonizing scream escaped her. The fire died and Trixie fell to the ground. Her body catching fire and turning to ash slowly.

"Dammit….even after so much planning. So much power…I still didn't…win.." Trixie said softly. "You're days of heroism are numbered. I'll be watching you all suffer as you fail…that day…is coming" she said as her bones were burned away. Her ashes breaking apart and being carried away by the wind.

Blaze began to fall forward, exhausted. Silver having woke and saw that ran up and caught her.

"Finally…now it's over" Shadow said as he closed his eyes and fell asleep from being so exhausted.

The next day. At the hospital.

Sonic was doing his best to relax in his hospital bed, since he still had another week there. His cast at least wasn't itching. Though it started to as soon as he thought about it. A knock came at the door, jarring him out of his dilemma as Rainbow Dash and Amy walked in.

"Heya Sonic" Dash said with a smile.

"Hey" he said before Amy walked up and hugged him. Careful of his arm.

"We just came by to see how you were doing" she said before Tails entered the room.

"Do you two not know how to walk or something?" he asked, out of breath from flying all the way. They both laughed.

"I'm popular today aren't I?" Sonic asked with a smile.

"Sorry I can't stay longer, but I've got to get back to town to help with the cleanup" Amy said before kissing Sonic on the cheek and leaving the room. Dash watched that before looking at Sonic with an arched brow. He chuckled at Dash.

"No she's not my girlfriend" he said. Dash laughed, for some reason that made her feel relieved. Whether it was because he was still available or that he wasn't tied to someone like Amy, she wasn't sure.

With Shadow

Shadow began to awaken from his slumber, noticing he was in a hospital. The second thing he noticed were I.V.'s giving him fluids. /that bad huh?/ he thought before noticing something near his lap.

Twilight had fallen asleep and was leaning from her chair, resting her head on his bed. He moved a bit to get comfortable, which caused her eyes to flutter open as she awoke with a yawn.

"Huh? Shadow? You're awake" she said happily before giving him a hug as best she could.

"Didn't mean to wake you there" he said with an easy smile. She just smiled and shook her head.

"It's alright." She said as her gaze soon met his. Her heart began to race as the butterflies filled her stomach again. A small blush on her cheeks.

"You feeling alright?" he asked, noticing she was just staring. She shook her head.

"Huh?" she asked.

"You were off in your own little world back there" he said. She just giggled.

"I guess I was" she said before a knock came at the door. Twilight opened it, allowing Applebloom, Sweetie Belle, and Scootaloo to enter the room. They all went up to Shadow and managed to get on his bed to give him a group hug.

"Shadow! We're so glad you're okay!" they said in unison. Twilight just giggled at how cute that was as Shadow hugged them back.

"I am too girls"

With Sonic

"So…both Gilda and Metal Sonic were not found where we last saw them….that means that either Gilda woke up and got out of there with Metal. Or Eggman got them." Sonic said after hearing Dash tell him about what he missed. She nodded.

"Yep. Things are never too easy are they?" she asked

"Wouldn't be fun if they were" he said with a grin.

With Blaze

She was still asleep, her wound having to be treated medically big time, since a cauterization only does so much for you. She had just gotten out of surgery to remove the tissue that was too burnt to heal. She was even given skin grafts. All wrapped up and ready to heal.

Silver and Marine were by her bedside. Silver more-so as he wished her a strong and fast recovery. She began to wake, her eyes slowly opening.

"you're awake" Silver said before she turned her gaze to him and smiled weakly.

"gave us quite the scare mate" Marine said. Blaze just smiled more.

"I'm so tired" she said.

"then rest, we'll still be here when you wake up" Silver said. Blaze fell back asleep, the smile never fading.

Eggman's Base

"Trixie failed miserably…oh well that's to be expected from one that lacks experience" Eggman said.

"they may have 3 emeralds now, but I'll soon have them all. As well as those Elements" he said before turning to Gilda and Metal Sonic. Metal Sonic was being repaired, and Gilda was on a bed, being healed by the doc bots.

"besides…I still have these two." He said with an evil grin before laughing.

* * *

Trixie is vanquished, Eggman is scheming and our heroes finally get the R&R they deserve...for now


	19. Heroes

Author note: sorry that the beginning of this chapter is half assed. i've had a headache and chose to write while in pain. which doesn't work very well.

Disclaimer: I own nothing except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team.

* * *

Heroes

Twilight had gathered her friends to go to Canterlot. Celestia having sent them a notice to appear there for the ceremony they were having for their heroism. The trip took about an hour before they finally made it to the palace.

Everyone looked around in awe of the palace. It had been a week since the whole fight. Blaze was in a wheel chair due to where her injury was. This meant no walking for a while.

They entered the ceremony hall of the palace. Princess Celestia waiting as they walked up to be honored for their heroism. Not a lot of ponies were too happy about what happened to Trixie.

Blaze could tell a lot of eyes were on her, though it wasn't in honor. It was in disgust.

"Citizens, we are gathered here to honor these brave heroes and heroines. For their acts of bravery in the face of mortal danger." Celestia started, smiling at them as she gave each one a medal for their heroism. Many ponies cried out in protest, calling them anything but Heroes. That is until a voice said

"Come now, this is not the way to honor the heroes that saved me" Trixie's voice could be heard.

"Trixie?" Twilight asked in shock.

"Come now sparkle. I won't die yet" she said with a laugh

"So the remaining corruption within you...you used it with magic to ensure you'd reform after faking your death" Shadow said. Earning a nod from her.

"Ponyville! Recently my actions were not very…good" she said. "I was corrupted and I couldn't see the light. It wasn't until they defeated me that I saw what had happened. I used what remained of my energy to ensure my survival." She said.

The ponies all had more easy faces and began to chant happily for the heroes.

At the ceremony party

"So how you feeling?" Twilight asked Trixie.

"Much better Twilight" she said. Smiling at Shadow as he came up with Blaze. Trixie saw that she and Blaze were wheelchair bound.

"Sorry about that whole…" Trixie stopped Blaze

"No, I'm sorry. About causing so much trouble. Thank you all so much for saving me" she said happily. They just smiled, happy to have helped.

"Though I will say this. While I was in the dark…I saw something." She began. "Whatever it was…it scared me…terribly" she said, not wanting to remember. They seemed worried, and nodded.

"So where will you stay?" Twilight asked.

"Here, in Canterlot. The princess offered me a place in the palace so I may practice my magic"

They continued to talk and laugh and enjoy themselves until it came time to head back home.

Ponyville, the next day

Shadow was walking around the town with the Crusaders. Stopping when something caught his eye.

"Sisterhooves social?" he asked as he picked up the flyer.

"Yeah, it's where a filly and her big sister compete in a race full of different challenges." Sweetie Belle said.

"Me and Sweetie Belle competed in it with our sisters" Applebloom said. Shadow looked at them before directing his attention to Scootaloo.

"What about you Scootaloo?" he asked. She sighed.

"I don't have a sister" she said sadly. Shadow thought for a moment before an idea hit him.

"Why don't you girls go play, I've got to take care of something real quick" he said before using Chaos Control to teleport to Rainbow Dash.

Rainbow Dash was relaxing on a cloud, enjoying the day. Shadow appeared below her and called out.

"Rainbow Dash!" She looked where the voice came from and waved at Shadow.

"Hi Shadow! What's up?" she asked.

"I need to talk to you about something!" he said before she flew down to him. Only to have a flyer held in front of her face.

"I'm flattered really, but you aren't a filly." She said.

"Not me. Scootaloo" he said. Dash blinked a bit.

"She is a big fan of yours. I think it would mean a lot to her if you were her big sister for the event" he said. She thought for a bit.

"Well I never had a sister…but I do love to compete." She said. Before smiling and nodding.

"Alright I'll do it." She said excitedly.

Meanwhile

The girls were playing with a ball, having a lot of fun as they tossed it back and forth. Rainbow Dash smiled as she watched them before diving down and landing near them. Scootaloo stopped when she saw her. The ball bonking her on the head.

"Rainbow Dash!" she said excitedly.

"Hey Scoot, how'd you like to be my little sister for the sisterhooves social?" she asked. Scoot's little face lit up.

"would I ever!" she said before glomping the cyan Pegasus. Rainbow Dash laughed as she hugged the little filly. Applebloom and Sweetie Belle smiled at the sight of that before seeing Shadow in the background, giving them a small wave before leaving. They smiled even more after they figured it all out.

"you know that was really sweet of you" Twilight said as she walked up to Shadow, having watched that whole thing.

"don't get used to it" he said. Twilight just rolled her eyes and kept smiling.

Sweet Apple Acres

Knuckles was helping with the day's apple harvest. Applejack smiling at the fact they had help like him around.

"Knuckles!" Tails called out as he flew toward the echidna and landed.

"hey Tails. What's up?" he asked

"I just finished those new gloves for you" Tails said, holding out a pair of black fingerless gloves with a part designed for his knuckles. He smiled before trying them on after removing the old ones. With a few test clenches and punches he smiled.

"these are awesome!" he said.

"these gloves will help you out in speed. They are much lighter than the old ones. So you're bound to really hit em hard" Tails said as he got out a device to store Knuckle's old gloves.

"thanks buddy" he said before punching a tree and knocking the apples into the buckets.

"my pleasure. Gotta go, Fluttershy might be wondering what's taking so long" he said before taking off at full speed in the air to head back to her.

"fancy new gloves there Knuckles" Applejack said.

"you bet they are. I bet I can handle anything now!" he proudly boasted. Applejack just grinned before walking up to him.

"then if you think you're so tough. how about a race to see who can get the most apples by mid-day" she challenged.

"you're on!" he said before they both began to work fast and hard.

By midday Knuckles had gotten one more bucket than Applejack. He smiled as they panted from working so hard. They then started to laugh.

"hoo-ey! Knuckles, you sure as apple cider are a great help around here" she said happily. He smiled as he leaned back. He wouldn't really admit it, but he enjoyed it there. And Applejack had spent enough time with him to figure that out.

"so Knuckles. Do ya'll know what you'll do when Eggman is beaten?" she asked. Knuckles looked at her before looking at the sky.

"well…we'd be able to relax for a long time to come." He said.

"well duh. But I mean when you've beaten him here" she said.

"we'll probably go back home" he said, though for some reason this made him feel reluctant to leave this place.

"oh" Applejack side, doing a good job of hiding what she felt. Which was a bit of sadness to see someone like him leave. Though for some reason, it felt like it was much more than just that.

"not like I'm going anywhere tomorrow. So relax" he said. Applejack looked at him and smiled, happy to hear him say that.

Canterlot Palace

"Trixie, this dream or rather vision of yours…what do you see?" Celestia asked her, Luna present as well.

"I see stars. They are moving in unison, but not like when they move in the night sky…they are moving as if they were alive." She said. The princesses listening intently as she continued.

"I see two silver lines…and I hear a very faint laugh before I wake" she said.

"what gender?" Luna asked.

"what? Oh…um. I believe it was a male" she said, not too sure.

"do you have any ideas Luna?" Celestia asked before noticing her sister seemed very disturbed by this.

"I just hope I'm wrong" Luna said.

* * *

Trixie is alive, thanks to the Chaos Energy that infused into her cells from the corruption. Shadow couldn't remove that. seems she's troubled by a dream and Luna is fearful of what it could mean. also Scootaloo has a big sister for the Sisterhooves. how will all this go down? i dunno, i'm tired. i'll write later.


	20. Family

Disclaimer: i do not own anything except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Family

"Alright. Time for some practice laps" Rainbow dash said to Scootaloo, having set up a similar obstacle course as the one in the Sisterhooves race. "Ready. Set. Go!" she said blowing her whistle.

Scoot took off as fast as she could, getting through the mud pit and reaching a table where she had to eat a salad. Of course a real one wasn't there; there was nothing on the table. Dash just had her imagine that's what she did. She chomped at the air before running to the next obstacle where Dash was waiting to boost her up. She jumped into a big barrel full of different soft things. She just shrugged before stomping them as if she were making juice before hopping out and onto Dash's back before jumping down and running to the pie table, once again chomping at imaginary pie before running to the barn. Dash smiled and helped her balance an egg on their noses to get it to where it needed to go before they did a final sprint to the finish line. Scootaloo was panting from running the course, looking up at Rainbow Dash with a smile.

"So how'd I do?" she asked with hopeful eyes

"5 seconds better than last time" Rainbow Dash said proudly. Scootaloo smiled more and cheered happily. "Great job kid" she said before Scootaloo hugged her. Dash just smiled and hugged her back.

"Say, how about I teach you about flying after we get something to eat?" she asked. Scoot smiled happily.

"Really?" she asked.

"Yep" Dash said with a smile.

"Oh, !" she exclaimed happily before glomping the Pegasus.

Twilight's house

Twilight was enjoying a nice read, while Shadow somewhat did the same. A knock on the door however jarred them both from the books. She smiled as she answered it before smiling happily and hugging her brother and sister in law that had come to visit.

"Shining Armor. Cadance. What a pleasant surprise" she said happily. Her brother, white coat, blue mane, similar to Twilights walked in with his wife Cadance. She was an alicorn, pink with a beautiful mane and tail that showed purple white and pink. Her cutie mark was a gemstone while Shining's was a shield with the same sparkle as on Twilight's cutie mark.

"Well we decided to drop by and see how you were doing after we heard what went down" he said. Cadance nodded before noticing Shadow. Who was uninterested in the conversation, since he was reading.

"Who's that?" she asked. Twilight smiled before looking at him.

"That's Shadow the Hedgehog. One of my new friends. He and the others he arrived with helped us out greatly" she said. Before she started to feel the butterflies, Cadance picked up on this due to her ability to create love where it was needed. She could sense something, but it seemed hazy.

"Let's go up and talk in private, let the boys be friends" Cadance said before going with Twilight to her room to talk.

"Hey Shadow. I'm Shining Armour, Twilight's big brother." He said as he walked up to the hedgehog. Shadow set the book down to pay attention to him.

"Listen, I'm really grateful that you helped out my sister and her friends" he said with a grateful smile.

"Don't mention it" Shadow said

"So I'm guessing you live in Canterlot" he said. Earning a nod from Shining.

"Yeah, captain of Celestia's Royal Guards" he said. Shadow was immediately more impressed by this one.

"That must be a big job" he said.

"Oh you have no idea" Armor said, Shadow chuckled.

In Twilight's room

"All right. Spill it" Cadance said to Twilight. Earning a blush and nervous giggle as well as shuffling from the lavender unicorn.

"What about?" she asked, pretending to not know.

"You and Shadow. And don't try to hide it, I could sense it" she said. Twilight just sighed in defeat.

"I'm not too sure, he's a great friend…but lately, every time I look into his eyes I get butterflies and my heart races. I don't know what this means…" she said, a little scared of what she was feeling for the black and red Hedgehog.

"Awww, how cute" Cadance said with a smile. "I think you're more scared of how he'd react" she said. Twilight nodded, knowing she had feelings for the hedgehog. She was just too afraid of how he'd react.

"Give it time. I'm sure you'll be able to get the right moment to tell him one day" she said, reassuring her. Twilight smiled before hugging her. Cadance hugged her back before remembering.

"Oh, I brought you something. Your brother found it" she said holding out a glistening white gem. Twilight recognized it based on how it looked and felt.

"A Chaos Emerald" she said.

"That's what it's called?" she asked, looking at the gem with curiosity. Twilight opened her chest and using her magic levitated the green and red emerald in front of her.

"There are 7 total. And they are very powerful and dangerous" she said. "Shadow and his friends arrived with these. And I'm afraid if you hold onto yours that somepony might come and threaten your lives over it" she said.

Cadance nodded and handed the gem over to Twilight, "I understand. Do keep them out of evil hands. And be careful" she said. Twilight nodded, smiling happily.

With Dash and Scootaloo

"Alright, that should do for wing exercise and how to flap." She said as she watched Scootaloo finally stop her wings from continuing the exercise.

"Alright, time for the fun part" Dash said before getting down for Scoot to get on her back. "Climb on" she said before Scootaloo did so with joy. Dash stood.

"Now, I want you to practice jumping and flapping your wings as you jump off my back." She said. Scoot nodded before doing just that. Not getting any air time longer than usual as she hit the ground before climbing back up and trying again and again. Dash noticed they had been at it for a while, since she was bored now. Turning to look back at Scoot she was surprised, Scoot was flying, but she was doing the pattern of getting on and jumping off toward the ground. As if in a trance.

"Scoot!" she called out, getting her attention. "You can fly!" she said happily when the young filly looked at her. She blinked before noticing she was flying. She let out a happy cheer before trying to do a loop, which caused her to fall halfway through. Dash caught her and smiled.

"Let's avoid the moves until you got a full grip on it. You must be worn out, let's go relax on a cloud. I could use a nap and I'm sure you'd like one" she said before noticing Scoot had already fallen asleep. She smiled before flying up to a cloud to get some rest with her. "Sweet dreams little sister" she said as she laid down beside Scootaloo.

Twilight's house that night

Shadow was out on the balcony with Twilight, gazing at the stars. She could feel her nerves going off as she stood beside him.

"It sure was nice of my brother and Cadance to visit." She said with a smile. Shadow nodded.

"At least now we have 4 emeralds. Dash has one and we have 3" she said happily. Shadow smirked a bit before turning to head to bed.

"Let's get some rest. We're gonna need it" he said before heading in. she nodded and followed after him.

Later that night Twilight awoke with a jolt, sitting straight up as she panted lightly. The outside raining with thunder and lightning. The night weather team having scheduled a rain. The lightning and thunder made her jump a little more than usual, since she was still sensitive from the dream. She got up and trotted over to the bed that Shadow had gotten so he wouldn't have to sleep on the couch. She nudged him.

"Shadow?" she asked softly. No answer. She shook him.

"Shadow?" she asked a little louder before a lightning strike made her jump and squeal. He looked over to her, since that had woke him up.

"What?" he asked. She immediately got nervous.

"I had a bad dream…could I maybe…" she said, unable to finish due to her nerves.

"Climb in" he said moving the blanket for her. She smiled happily and got in beside him. Lying beside him with a smile before covering up. Snuggling a little bit close to him, which he kind of noticed but was too tired to care.

"Thank you…" she said as she closed her eyes and fell asleep.

"Sweet dreams. Twilight" he said softly before falling back asleep.

Canterlot Palace

Trixie awoke with a scream. Panting as she recalled the dream she had.

"That dream again?" Luna asked. Earning a nod from her.

"It was more clear. The stars were dancing, there was death all around…and I could hear that male voice singing." She said.

"What was the song? Do you remember?" Luna asked

"Fly me to the moon, and let me play among the stars" Trixie said. "That's what I could recall"

Luna went wide eyed before regaining her composure. "Get some rest. We'll inform my sister in the morning" she said before leaving the room as Trixie fell back asleep.

"Impossible…my lullaby…it couldn't be" Luna said, getting a little scared of what Trixie's dreams meant.

* * *

the dreams are getting darker. Luna is getting scared. twilight has a Shadow teddy...sort of. and Scoot can now fly...sort of.


	21. Luna's Worry

Disclaimer: i own nothing except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Luna's Worry

"Let's see. Obstacle course is coming along nicely. Should be ready by tomorrow" Vector said as he checked it on his checklist.

"Food prep is in order. Ribbons are ready for the winners. We're good" Vector said as he set the checklist down before going to help the others with the heavy set ups.

"Hey Vector!" Pinkie Pie said happily.

"Hey Pinkie. What's up?" he asked.

"Wondering, what made you decide to be a detective?" she asked. Vector smiled

"Why my undeniable sleuthing skills and intellect." He said proudly. She just smiled more at that.

/you've got to be kidding me/ Espio thought when he heard that.

"Espio and Charmy joined because…well we were the only members that stayed Chaotix after the others disbanded." He said, looking at the two of them. Espio just smiled and waved, Charmy doing the same.

"Wow." Pinkie said before waving back. "Best of friends huh?" she asked.

"Like you wouldn't believe" he said, happy to have those two around.

With Rainbow Dash, Sonic, and Scootaloo

Sonic was watching them run the course Rainbow set up. Looking at their time after they crossed the finish line. "Nice work girls, you beat your record by 2 seconds" he said happily.

Rainbow Dash smiled at Scootaloo as she panted from running it for the 5th time today. Scootaloo was panting as well, but still managed to smile at her sister.

"Think it's time to get some rest" Dash said as she stood up. Scootaloo nodded before using her wings to fly up onto Dash's back before she flew toward a nearby cloud to relax on.

"Sonic!" Amy's voice could be heard from a distance. Sonic turned and saw the happy pink hedgehog sprinting toward him.

"Oh sweet lord…" he said before taking off at high speed to get away.

"You get back here right now!" she shouted as she chased after him.

"You think we should help?" Scoot asked.

"Nope" Dash said simply as she got comfy.

Twilight's House

Twilight awoke from her slumber with a yawn, her eyes slowly opening to seeing Shadow next to her. She was confused until she remembered the previous night, smiling a bit at him as he was still sleeping. She then noticed she was being held by him. His arm around her while her foreleg was draped over his chest. She blushed madly at that before she carefully and gently got up to get her day started. Shadow opened his eye with a smile, having been awake the whole time. He got up and stretched a bit before heading downstairs.

Fluttershy's Cottage

Tails was listening to the birds sing their song, finding it very peaceful. Fluttershy was there next to him, not noticing that she had started to lean on him. Her head resting snugly on his shoulder. Tails had noticed a blushed a bit. She noticed she was leaning on him and immediately sat up with a huge blush.

"Oh…my I'm so sorry." She said, completely flustered.

"No, it's okay" he said with an easy smile to her. She noticed the smile, which made her smile before she placed her head back on his shoulder, finding the closeness relaxing. The blush lessening but still on her cheeks.

"Never thought I'd see you two together like this" Blaze teased from behind them. Fluttershy immediately sat straight up, a small squeal escaping her as she blushed madly. Tails turned around and saw Silver, Blaze and Marine there.

"Sorry to interrupt your intimate moment." Blaze teased again. Causing Fluttershy to hide her face in embarrassment.

"What's up?" he asked.

"Well, a lot is. Twilight sent us the white emerald so we could use Chaos Control to go between here and Canterlot. So we came to inform you guys that. Trixie is doing okay, and her dreams are starting to worry Luna" she said.

"Oh my…whatever could these dreams be?" Fluttershy asked.

"Whatever they are, they've got Luna scared" Silver said. Fluttershy just looked in disbelief at that, before Blaze and Marine confirmed it with their expressions and nodding.

"We're telling all of our friends. Because if it's got Luna scared, I dare to think what lies in our future" Silver said before they expressed their goodbyes and moved on to tell their other friends.

"Luna…scared? Oh my…this must really be bad" Fluttershy said.

"You can say that again" Tails said, worried.

Canterlot Palace 2 hours later

Silver, Blaze and Marine returned from their little trip to warn their friends. Celestia smiled when they arrived before redirecting her attention back to her sister, who was still looking very shaken by the dreams Trixie explained.

"Sister, do you believe that it's"

"Don't say his name!" Luna snapped at her sister, interrupting her.

"Sorry sis…but I'd rather forget about that wretched creature" she said. Celestia nodded, knowing how Luna felt about this particular subject, since it was the one that separated them 1000 years ago.

Silver, Blaze and Marine made their way to Trixie's room. She smiled when she saw them.

"Hello you three. Have you come to see me?" she asked before giggling a bit at her rhyme. Before turning her attention to the sketchbook on her lap, using her magic to draw on it with a pencil.

"What's that your drawing?" Silver asked.

"Well….from my last dream I could make out something…so I'm doing my best to draw it." She said. They all decided to go over and have a look. What was on the paper was what looked like a shroud of some sort with arms and legs. Two silver bars, straight and at two points, where the head would be and where the shoulders were.

"That's it?" Silver asked.

"Afraid so" Trixie said as she set the supplies on her nightstand.

"I wish I could say I'm just as scared as Luna…but she's down right terrified of whatever it is" she said sadly.

"Hey, it'll be alright. We'll get through it, no sweat" Silver said. Trixie just smiled at how naïve he was.

"I hope so" she said

Rarity's Carousel Boutique

Rouge and Rarity were busy getting her modeling photos taken. Even though Rouge had succeeded in getting the hole fixed in the roof, Rouge had enjoyed it so much that she came on as a permanent model for the boutique.

Sweetie Belle was giggling happily as she played with Big. Smiling as she pounced on Froggy when he least expected it. Big laughed at the sight. Rarity turned to watch for a bit, smiling at her little sister having fun.

Sweet Apple Acres that night

Knuckles was checking over the master emerald, wiping it down with a cloth to keep it clean. Despite the fact that it was rather chilly that night. Applejack came out to check on him, since he'd been out there for about an hour or two.

"Hey, why don't ya come in? It's freezing out here." She said.

"I'm used to it" he lied, since he was downright cold as hell. She just arched a brow before shaking her head.

"Come on Knucklehead" she said before going around him and pushing him inside. He just sighed since he knew he wasn't winning this anytime soon.

"Alright alright. Just quit pushing" he said before walking inside with her. They headed straight to their rooms and fell right to sleep once they hit their mattresses.

Canterlot Palace a few hours later

Trixie for once had a peaceful sleep. No nightmares. Luna was grateful of this, but was still very worried.

Sweet Apple Acres the next morning

Knuckles awoke to the morning sun as the rooster crowed. His eyes weren't open as he took a deep breath in through his nose. Now living there he got used to the smell of apples. But for some reason it was stronger this morning.

"Mmm, apples" he said softly before opening his eyes and seeing a peculiar sight. Applejack, lying right beside him in the bed. He blinked once or twice as his mind finally began to work.

"Whaaaaaaaa?" he asked rhetorically as he looked at Applejack. Who was snuggled up close to him, her head just a little below his chin. His arm underneath her body, holding her close. This just added more confusion to the already confused Echidna.

/how the hell did this happen?/ he thought as a blush made itself present on his cheeks.

* * *

Luna grows more worried by the day. Trixie has almost revealed what she sees in the dreams via sketch. Celestia and Luna obviously know something about who this mystery character is. Scootaloo and Dash continue to train for the big day. and why is Applejack in Knuckles's bed, better yet why are they cuddling?  
find out next chapter.


	22. Luna's Fear

Disclaimer: i own nothing except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Luna's Fear

Knuckles kept looking at Applejack, still trying to process that this wasn't a dream. Applejack yawned as she began to wake from her slumber. Opening her eyes slowly before seeing Knuckles looking back at her. She blinked before a blush crept onto her cheeks.

"uh…good morning?" Knuckles asked. Not really sure what to say or do at this point. Applejack noticed that she was snuggled up against him, causing her to blush even more before she got up and out of the bed.

"uh…yeah, good morning" she said

"mind telling me why you were in my room? Let alone my bed?" he asked as he too got up.

"yeah. Ah got a barrel a cider in mah room and it done spilt all over mah mattress" she said.

"okay. But why my bed?" he asked.

"your room was closest" she said with a blush as she shuffled a bit. He just sighed before looking at her and smiling a bit.

"well, I say it's time to get the day started" he said before walking past her. She smiled and followed him, putting her hat on as she did so.

Later at the Sisterhooves Social

The day had finally arrived, it was time for the Sisterhooves Social. Vector went over last second checks to make sure everything was holding together. After giving the mayor the all clear she smiled and turned her attention to the racers as they lined up. Four teams of two were lined up. Applejack and Applebloom, Rainbow Dash and Scootaloo, even Rarity and Sweetie Belle. Since Sweetie Belle wanted another try at the social after the last one. The other team was last to get to the start line but smiled at the others before the starting whistle was blown.

The 8 racers took off at full speed, getting through the mud pit easily before reaching a picnic table where there were 8 salad bowls. Rainbow Dash and Scootaloo got there first and began to chow down, finishing quickly and running toward the juice barrels. Applejack and Rarity with their sisters right behind those 2. Dash helped Scootaloo into the barrel where she happily squished the berries. Producing two cups worth of juice. She jumped down to Dash before they both drank the juice. Applejack and Applebloom were already ahead of them. Rarity and Sweetie Belle behind Dash and Scoot. They ran through a small set of obstacles before reaching a chicken coop and balancing an egg on their noses, carrying it to where it needed to go and setting it down gently. Dash and Scoot smiled as they finished before Applejack and her sister. Taking off at full speed before Rarity and Sweetie Belle caught up with Applejack and Applebloom. The 6 of them sprinting toward the finish line, neck and neck as they got closer.

Suddenly a big round bot dropped from the sky, landing with a loud thud that shook the ground. It stood at least 10 feet tall. Round in the middle with arms and legs. A hatch opened and Eggman smiled as he revealed himself.

"yo!" he said. Everyone gasped.

"Eggman!" Sonic shouted.

"the one and only." He said. "sorry to ruin this little social of yours. But I've been itching to try this baby out. Meet the Egg Roller"

"why'd you call it that?" Rainbow Dash asked

"is he narcissistic?" Twilight asked Shadow. Shadow turned to her.

"a little. All his inventions have the word egg in them" he said. Twilight just sweat dropped.

"how about I show you why?" he said before the hatch closed and the bot retracted its arms and began to roll toward the racers. They got out of the way as he rolled past. Dash looked at the robot as it stopped and stood on its legs. Then she looked at the course and grinned.

"I got an idea" she said before telling the others what her idea was. Applejack and Applebloom ran to the juice barrels, Applebloom getting tossed into a barrel and starting to mash more of the berries. Rarity and Sweetie Belle ran to the chicken coop to get enough eggs for their part in the plan. Dash stood to face the robot, Scoot right next to her. Eggman turned to them and began to move.

"NOW!" she called out. Rarity and Sweetie Belle tossing the eggs at Eggman. The gooey innards of the eggs blocking his view window. Applejack smiled as she bucked off the nozzle on the barrel, the juice shooting out at high pressure and hitting the bot, knocking it onto its belly before Dash and Scoot lifted into the air and began to roll the bot toward the mud pit. Which they succeeded in doing. Watching as the mud splashed and went into the bots joints. Eggman growled as he made the bot stand.

"I'll crush you!" he shouted before the arms and legs retracted. The bot was about to spin before a warning signal went off. Smoke could be seen coming from the bot. the mud was causing short circuits due to its electrical conductivity. Eggman growled again before hitting the eject button. He was tossed from the bot in his Egg Mobile before he looked down at the ponies.

"you will rue this day!" he shouted before flying off at high speed. Everypony cheered as he left in defeat.

"Fillies and Gentlecolts. We came to watch a race to show the bonds of sisterhood, but we instead got to see how sisterhood can bring about great heroism. She said as a medal was given to the 6 that fought Eggman. Everypony cheered for the heroines. Scootaloo looked a bit down though.

"what's wrong Scoot?" Dash asked. Earning a sigh from the filly

"now that Sisterhooves is over you probably don't want to be my sister anymore" she said. Dash just smiled before putting a foreleg over the fillies back and hugging her close.

"what are you talking about? You're my sister, no matter what anypony says" she said with a smile. Scoot looked up at her hero, her idol. Smiling happily as tears of joy fell from her eyes and she hugged Rainbow Dash. Her sister, her awesome big sister.

Eggman's base

"you failed huh?" Gilda asked when Eggman entered.

"you shutup!" he shouted as he walked past her.

"no emerald either?" she asked.

"if I lost, why would I have an emerald?" he asked. Earning a huff from the griffin before he left the room.

"such incompetence" Neo Metal Sonic said as he walked up to Gilda.

"he's just holding us back" Gilda said before turning to Metal and noticing he was holding something.

"good thing I got this emerald radar then" Metal said before absorbing it. "come, we are leaving the fool to his own errands"

"why help, or even include me?" Gilda asked.

"even though I am machine and you are flesh. We are the same, we both long to prove ourselves. Whatever the cost" he said. Gilda grinned as she took to the air, Metal blasted a hole in the roof before following her and activating the radar function.

"we will search all of this world if we have to" Metal said before jetting off in a direction away from the base. Gilda nodded and followed close behind the bot.

Canterlot Palace

Luna was taking her usual rest of the day, but it was anything but a peaceful sleep. She tossed and turned, sweating as her face showed incredible anguish before her eyes shot open and she sat up, letting out a scream of terror before she began to pant. Her door opened and Celestia was there going to her sister with worry.

"whatever is the matter dear sister?" Celestia asked. Luna just looked at her before tears ran down her cheeks and she hugged her elder sister.

"the stars….the stars can see…" she said softly as she trembled. Celestia went wide eyed at that, knowing that it meant He was returning. She just stayed silent, hugging her little sister.

Fluttershy's Cottage, that night

Fluttershy smiled as she got ready for a good night's rest. Smiling at herself in her mirror before noticing a shadow on the wall, now normally this wasn't a big deal. Except for the fact the shadow wasn't Fluttershy's. not to mention when she looked at it in the mirror she felt cold. Turning quickly and seeing nothing there she began to grow very scared before going downstairs to get Tails. He was on the couch, about to fall asleep when Fluttershy shook him.

"what's wrong Fluttershy?" he asked, noticing her action was frantic. Turning to her he could see she was really freaked out. She hugged him after he sat up. Whimpering in his arms.

/boy something really spooked her/ he thought.

"it was so…scary…" she said. Almost to the point of crying. "will you stay with me tonight?" she asked, looking up at him. He smiled before standing up and going upstairs with her. Getting in the bed with her as he looked around for what could've spooked her. She snuggled close to him, her forelegs wrapped around him, never wanting to let go of the one thing she knew could protect her. He had his arm wrapped around her, holding her in a protective manner as they both began to drift.

"sweet dreams, Fluttershy" he said. As he fell asleep.

"you too, Tails" she said softly before following suit and falling asleep.

Meanwhile

A purple light could be seen in the starry sky, motionless and bright. Soon though it began to move up and down, as if it was being tossed in one hand and caught with the same hand. The light was emanating from a Chaos Emerald. a laugh could be heard as the emerald continued to go up and down. Two silver lines and a wicked smile appeared as the stars began to dance again before it all just vanished. The laugh echoing into the night.

* * *

Whatever could this thing be that's got Luna all worried and Fluttershy so scared?


	23. Falling Stars

Disclaimer: i own nothing except the fanfic. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Falling Stars

Tails awoke the next morning, the sun shining through the windows. He looked over and noticed Fluttershy sleeping peacefully with a smile as she continued to hold onto him. He blushed at that, but smiled. Happy to see her so at peace.

/though…what in the world got her so scared to begin with?/ he thought, curious as to what this was all about. She began to wake up, yawning softly as she stretched a bit. Her eyes opening slowly to the sight of Tails. She smiled, giving him a kiss on the cheek.

"Thank you" she said happily before getting up to feed the animals. Tails blushed more when she did that, smiling at her before getting up to help.

Twilight's House

"So Luna had a terrible dream and now Celestia even seems scared?" Twilight asked. Silver nodded. Blaze, Marine and he came to tell them all what happened lately with this mystery.

"If this thing scares even the princesses then that's a good enough reason to worry about whatever this thing is" Twilight said. Shadow was listening, but wasn't taking part in the conversation.

"Twilight!" Spike called out before entering the room

"What's wrong Spike?" she asked before Spiked burped up a letter from the princess.

Twilight opened the scroll and began to read it.

_My dearest student,_

_I have sent this letter to warn you and your friends of the events that may transpire in the near future. I'm sure Silver and his friends have told you all about what's happened, so I'll cut to the chase._

_Beware the stars, for they can see. _

_Please do be careful out there._

_Sincerely,_

_Princess Celestia_

Twilight set the letter down and sighed.

Later that day

"Beware the stars, for they can see?" Applejack asked, Twilight having gathered up everypony to tell them about it.

"that's what it said" Twilight said. Fluttershy was thinking for a moment, before looking at Twilight.

"last night…something spooked me..." she said.

"a lot of things spook you" Rainbow Dash said. Earning nods from the others.

"this was different." She said. "I was looking in my mirror and saw a shadow on the wall behind me, but it wasn't my shadow. I couldn't tell what was casting it, all I know is when I looked at it I felt cold. When I turned around, it was gone." She said. The others looked at one another, worried expressions on their faces.

"looks like whatever has the princesses spooked is certainly on its way. Especially if it's casting shadows that can chill you." Knuckles said.

"that must also explain why your Master Emerald was going wacky last night" Applejack said.

"wait, what happened?" Twilight asked.

Flashback last night

Knuckles was doing his usual check of the Master Emerald, smiling as he prepared to head inside for the night. That is until it began to glow brightly.

"what the?" he asked as he went back to it, wondering what was happening. There inside the emerald he could see dancing stars.

"what in tarnation?" Applejack asked as she came outside, having seen the glow.

"I don't know…the Master Emerald is showing me…dancing stars" he said. Applejack had a look of confusion that matched what Knuckles felt about this.

End Flashback

"so it showed you dancing stars?" Twilight asked.

"yes it did. Still don't understand why" he said

"well let's just be on alert for now" Rouge said. Earning agreements from all the others.

Later That night

The stars were shining brightly in the sky, the moon full, and the sky clear. Everypony was getting ready for a good night's rest. The day was done, it was time for sleep. That is until something strange happened. The sky lit up as something fell from it, crashing in the center of the town. The ground shaking fiercely from the impact. The heroes moved as fast as they could to what fell. Gazing at a small crater and something inside of it.

"what the Hay is that?" Applejack asked. It looked like a meteor of sorts. Dash moved closer to take a look.

"careful Dash" Twilight said.

"don't worry, I got this" she said before the object began to twitch and move. She jumped out of the crater as whatever it was began to unfold.

a humanoid, with a shroud of stars connected to his arms at the wrist and running down his arm to his back. Same with his legs, from ankle to hip. The shroud meeting those strands and forming his back. Which was the shroud. A torso could be seen, covering his chest and torso was a large silver bar in a V shape. Though the angle was wide for the v. his jawline was the only thing visible above the neck, said jawline was narrow with a sick grin. A silver bar in the shape of a V covering his eyes, forehead and nose. The shroud meeting the top of his head above the V. The creature's body seemed to be wrapped in some type of suit. Skin tight. it was black and purple in color, tiger stripe pattern. While the shroud was a black purple color, with star like dots on it. His body skinny and limbs narrow, skin pure white. It stood 6 feet tall and grinned at the heroes before laughing maniacally.

"what the Hay is that thing?" Applejack asked, feeling a chill in the air as the creature stood before them.

"my oh my…things have certainly changed in the last thousand years" the creature spoke, its voice male and sinister.

"Who are you?" Shadow asked, rather demandingly. The man turned to him and grinned.

"you may call me-"

"Stargazer!" Luna called out as she descended from above and landed between the heroes and the one she referred to as Stargazer. Growling at him as she stood there. He just laughed.

"nice to know you haven't forgotten me. Luna" he said. "did you enjoy the moon?" he taunted.

She shot a magic bolt at him, which he dodged by disappearing within his cloak and reappearing behind her. Wrapping his arm around her neck and smiling sickly at her.

"come now. That isn't any way to treat me. Especially after I helped you see the truth" he said.

"you fed me lies!" she shouted.

"and you believed them" he pointed out. "all I did was tell you things. You chose to believe them. You chose to do something. You can't blame me for what happened" he said before jumping away from her. She growled at him conjuring a spell.

"don't even think about it" he said, snapping his fingers and causing a few stars to surround her and entrap her with bars of energy.

"you wretch!" she shouted at him. He just laughed before a Chaos Spear that Shadow fired hit him in the face, causing him to fall to the ground.

"that laugh of yours is getting annoying" he said.

"that wasn't very nice" Stargazer said from behind him before disappearing.

"where'd he go?" he asked as he turned around before getting swatted aside by Stargazer who had appeared behind him again.

"Shadow!" Twilight called out.

"my oh my, so these are the ones that hold the elements now?" Stargazer asked as he played with Dash's tail before dodging a buck.

"did you see that? She's so angry" he said in a fake scared tone as he leaned back on Applejack before moving away from her. Fluttershy was kind of curled up in the back of group.

"such a timid little thing" he said as he stroked her mane.

"Get away from her!" Tails shouted as he fired at Stargazer, who was already gone. The shot flew off into the distance.

"such a beauty" Stargazer said as traced a finger around Rarity's cutie mark before jumping away from her buck and picking up Pinkie Pie.

"oh please don't let her hurt me" he said fakely. Pinkie couldn't help but laugh at that. He laughed as well before simply dropping her and going over to Twilight.

"and you must be the brains" he said, poking her forehead below her horn. Laughing as he stood back up and distanced himself from them.

"I have a feeling this is going to be fun for me" he said, disappearing right as Shadow got to him. Shadow growled as the laugh of Stargazer echoed.

"who was that?" Twilight asked.

"That was Stargazer." Celestia said as she descended and went to her sister.

"I'm fine sister. He didn't do anything except impede me" she said as the stars faded.

"who exactly is Stargazer?" Twilight asked.

"a very powerful entity. He's the reason that Luna became Nightmare Moon." Celestia said.

"I sealed him at the center of Orion's Belt before banishing my sister to the moon. I was lucky that I had the strength to do both." Celestia said.

"listen closely. You all must work together, to ensure he never succeeds in whatever sick plan he's got in mind for Equestria" Celestia said, earning nods from them all.

Meanwhile

"poor Discord. Sealed in stone." Stargazer said before picking up Discord. "we can fix that" he said before vanishing with it.

Meanwhile somewhere in Equestria

Something was walking around, black in color with what looked like insect wings. A twisted up horn on its head and silky midnight blue hair. It stood as tall as an adult Alicorn, had fangs and slitted pupils inside green eyes. It was Chrysalis, Queen of the Changelings. She was on her usual night stroll when something caught her eye. A yellow gem that was glowing brightly. She went over to it and used her magic to pick it up. A squirrel came near her and shifted into one of the changelings.

"you've returned from ponyville. Tell me everything" she said. Grinning as the changeling began to speak.

* * *

Stargazer has arrived, and has plans. involving Discord. Chrysalis has found an Emerald. what does all this mean? a lot of stuff is about to go down.


	24. Tension

Disclaimer: i own nothing except the fanfic and Stargazer. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Tension

"So you're telling me this gem is called a Chaos Emerald. And that it is one of seven? And that there's a Master Emerald?" Chrysalis asked the little changeling. The changeling nodded, answering her question.

"And you say this gem turns our thoughts into power, granting the desires and wishes of our hearts?" she asked. Once again the changeling nodded. She began to smile more and more.

"Not that way" the changeling said before Chrysalis frowned.

"Awwww man…" she said disappointed. "But still, if this thing is as powerful as you claim. Then I've got nothing to worry about" she said as she continued to gaze at the gem.

Twilight's House

Shadow was on the balcony, what had happened just an hour ago still sticking to his mind. He couldn't sleep, so he decided to look at the stars. Twilight couldn't sleep either, she was worried about Shadow. She tried to sleep, oh lord knows she tried, but she just couldn't. Giving up she got out of bed and walked to the balcony.

"Hey" she said, shaking Shadow out of his thoughts. He turned to her before looking back to the sky.

"You okay?" she asked, worried. Standing beside him.

"Yes" he said simply.

"If anything is bothering you, you can tell me" she said.

"Nothing is bothering me" he said. /other than the fact he so easily brushed me aside and laid a hand on you/ he thought to himself.

"Come on…I know better." She said. Shadow still didn't remove his eyes from the sky. "Shadow…please. Don't you trust me?" she asked, seemingly out of the blue. Shadow immediately turned to her. His expression neutral as he just looked into her eyes before turning to the bedroom.

"Let's get some sleep" he said before heading back in to sleep. Twilight watched him before sighing sadly and going to her bed. She laid down and covered up. Her mind was racing at this point.

/did I say something wrong? Did I anger him?/ she thought over and over before sleep finally took her.

Fluttershy's Cottage

Fluttershy was having trouble getting to sleep. Due to the fact that Stargazer had managed to not only get within 3 feet of her, but also stroked her mane. It was unsettling to the canary colored Pegasus. Tails was there with her, both of them in bed and unable to sleep. Tails couldn't because he was so worried about Fluttershy. He heard her sigh before she turned over and draped her foreleg over him as she snuggled closer. Tails blushed at that but wrapped an arm around her. Holding her as he felt her tension slowly leave. A soft smile on her face as she drifted off to sleep.

"sweet dreams Fluttershy" Tails said softly to her before falling asleep as well.

The Next Day

Metal was tracking a signal from two emeralds, flying closer to where the signal was emanating. Gilda right behind him. They were flying toward a huge mountain in the distance, both determined to make those emeralds theirs.

Meanwhile

"Wakey wakey" Stargazer said before jabbing the statue and pulling Discord out of the stone. Discord was completely shocked when life finally returned to his body.

"What the?" he asked before looking around and noticing the one who freed him.

"Stargazer. Long time no see" he said with a smug look. Stargazer dropped him before tossing a blue gem. Discord caught it and looked at it curiously.

"What the heck is this?" he asked

"A Chaos Emerald. Named after the god that protected them from greedy hands. That will prolong your stay" he said.

"What do you mean, prolong my stay?" he asked.

"You'll return to stone, the elements were far stronger than I anticipated this time around. That emerald will just make the petrification process take longer." He said before smiling.

"I have a job for you Discord" he said before tossing the elements of harmony at him. Discord caught them before looking at Stargazer.

"Thank the power of Gemini for that. Amazing what you can produce when you simply touch someone with Gemini active" he said. Discord smiled at the duplicate elements.

"This will take me some time. But I promise what I make with these will be a doozy" Discord said with a confident smirk.

"Glad to hear it" Stargazer said before laughing. He then stopped before smiling wickedly.

"Be right back, got to take care of some pests" he said before vanishing.

Gilda and Metal were getting closer and closer until something appeared in front of them. They stopped, looking at Stargazer as he floated there.

"Where do you two think you're going?" he asked. Metal's radar detected an emerald on Stargazer.

"He has an emerald" Metal said. Gilda smiled.

"Alright then. Spare yourself the humiliation and hand over that emerald" Gilda demanded. Stargazer took out the emerald and held it out in front of them.

"This Emerald? Try and take it from me. Though I doubt a bird brain and gearhead could possibly fathom such a task" he taunted.

Gilda growled before flying straight at him at high speed. Stargazer dodged her charge before dodging a swipe of Metal Sonic's arm. Gilda charged at him from behind, as soon as she was about to hit him he vanished. Causing her to plow into Metal since she was unable to stop in time. Stargazer appeared beside them and held out his arms as if he were stringing a bow. Pulling his right arm back causing a bright light to appear in his right hand.

"Sagittarius Shot" he said firing the arrow and hitting them both. Metal and Gilda began to fall to the ground from that attack. Though they managed to regain their balance. Metal fired a laser from his hand, hitting Stargazer as Gilda flew at him. Swiping her claws and missing. Stargazer kicked her in the face before a missile that Metal fired hit him in the back, jarring the emerald from Stargazer. Gilda acted fast and grabbed it. Stargazer grabbed her by the arm and pulled her into a knee to the gut. Getting the emerald that fell from her claws, and smirking confidently. Metal flew up behind him before he could notice and blasted him before swiping the emerald and kicking him away. Metal flew to Gilda and grabbed her.

"Chaos Control!" Metal said before they were teleported away from Stargazer.

Stargazer looked at where they once were before smiling. "Not to worry. Soon I will have all seven emeralds in my grasp" he said before returning to his base.

Somewhere outside Ponyville

Sonic was relaxing as he leaned against a tree. Smiling as the wind gently blew around him, his eyes closed as he felt total relaxation. Dash was looking at him from a cloud, grinning as she plotted to swoop down and try to startle him. She started to get ready, and just as she was about to take off.

"Heya Dash" Sonic said before hearing an "aw man!" come from her. She flew down and landed beside him.

"How did you know?" she asked.

"Simple. I thought about what I would do in that situation. So I knew you were there" he said with a confident smile. She just rolled her eyes before smiling at him.

"Say, how come that Amy girl is always chasing you, spouting all that romantic stuff?" she asked.

Sonic opened one eye and looked at Dash before patting the ground next to him. She nodded and sat down there.

"It was about 4 years ago. I was eleven and she was 8." He began, telling her about the Little Planet, his first encounter with Metal Sonic and how he used the Time Stones to save the planet from Eggman. Dash was so into the story that she didn't notice she had started to lean on Sonic, her head resting on his shoulder. He noticed but didn't bother to say anything and continued with the story.

"Wow. So ever since you saved her and that planet from certain doom she's been so grateful that it seems to have become obsession?" she asked, amazed at the tale.

"Don't get me wrong, her heart is in the right place. But sometimes she does go overboard, but she still is one of my best friends. And I'm happy that she's around, she's returned the favor by saving me once or twice" he said.

"Wow." Dash said with a smile.

"By the way, is there something fascinating about leaning on my shoulder?" he teased lightly. Dash began to blush when she realized she had her head on his shoulder before she sat straight up. The blush slowly getting brighter. Sonic laughed at the sight of that.

"Not funny" she said before playfully punching his arm. He faked being hurt, rubbing his arm.

"That hurt" he said

"Sissy" Dash said before they both shared a laugh at the whole thing.

Cake Shop

Espio was meditating in the bedroom that the chaotix shared with Pinkie, since it was the only other room. Vector even named her an official Chaotix member, seeing her potential as a detective and a fighter should the moment call for it. Pinkie smiled at Espio before going over to him and sitting beside him before going into a meditative pose, mimicking him.

"This is boring!" she exclaimed no less than 1 minute after she started. Espio was jarred out of his trance and rubbed at his ears. Looking at Pinkie with a disdainful look.

"Did you have to say that so loudly?" he asked. She just laughed. Espio just sighed before resuming his meditation.

"How can you possibly do this every day?" she asked.

"Because it helps me think and stay calm in situations that would cause any other fighter to freeze up. Not to mention it helps me to be able to focus on demanding tasks." He said. Pinkie just smiled and giggled before bouncing out of the room.

Amy and Creams room was across the hall but they were out shopping for some groceries. Pinkie happily bounced down the stairs and over to Vector.

"Heya Vector!" she said happily before Vector turned to her and smiled.

"Hey Pinkie. What's up?" he asked

"The sky. Duh!" Pinkie said with a laugh before bouncing out of the door and into Ponyville.

"That kid sure is random" Vector said as he watched her leave.

Canterlot Palace

Trixie was finally up and walking around, though it was a bit difficult since she's been bedridden for the past week and a half. She walked to the courtyard for some fresh air. She saw the sun shining on the courtyard as the air filled her lungs. With a content sigh she began to walk around the courtyard, stopping when she saw Silver seeming to concentrate on a pile of rocks. She watched in confusion before seeing them lift up into the air. The marks on Silver's hands glowing as the rocks were moved to a different spot.

"hello Silver" Trixie said as she walked up to him. He turned to her.

"hey Trixie, glad to see you up and about." He said with a smile. She smiled back.

"it's good to be up." She said. "I never knew you could use magic" she said.

Silver laughed, "it's not magic. Well not like yours. It's Psychokinesis. The ability to manipulate the physical world with my mind" he said.

"technically a unicorn's magic is the same thing" she said.

"I can use my power to teleport, make blades, fly, and lift and throw objects" he said.

"as stated previously. A unicorn can do those too. We use our mind to conjure the magic and our horn releases the spell allowing us to manipulate the physical world." She said. Silver just laughed nervously at that.

"well where I come from it's not magic. It's just my mind being able to produce a force on an object and move it" he said.

"alright, they may be similar, but your power does seem a little different" she put emphasis on the word little.

"this Stargazer dude has got me nervous" Silver said. Trixie just nodded.

"we must do what we can to stop him for good" she said. Silver just grinned.

"couldn't agree more" he said.

* * *

Metal and Gilda now have an Emerald. what is Discord going to do with the duplicate elements? and why am i giving such strong shipment hints?  
i don't really know. but we'll find out eventually.


	25. Trio Duo

Disclaimer: i own nothing except the fanfic and Stargazer. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team.

* * *

Trio Duo

Eggman was heading toward an emerald signal. His robots behind him as he got closer and closer. The area was dark and wooded, what was weirder was when they got to ground level there were more robots. Standing there, waiting for them. Eggman arched a brow at that before stroking his mustache and grinning. Looking down at his console he could see these robots had internal organs from the scans that were made.

"Shape shifters." He said with a grin.

"Actually we prefer the term Changelings" Chrysalis's voice said as she approached him. Eggman looked at her, his scanners alerting him to the chaos emerald in her possession.

"So you must be the Queen?" he asked. She smiled.

"Yes, I am Queen Chrysalis" she said.

"Tell me, when did you come across that Emerald?" Eggman asked. She was a bit surprised he knew about it.

"Just recently" she said simply, using her magic to hold it out.

"Well I've got an idea, you and your changelings can come to my base. There I can help train them for any conflict. As well as help you master that emerald" he said with a confident smirk. Chrysalis thought for a moment before smiling more.

"It's a deal" she said.

"Oh where are my manners? I am Dr. Eggman." He said with some sincerity. She smiled.

"Lead the way, Eggman"

Twilight's House

Shadow was reading a book, silent as he read each page. Twilight saw him and remembered the previous night, sighing in her mind she started to go up to him.

"Hey Shadow," she began, trying to get his attention. He stopped and looked at her. "About last night…I. I'm sorry" she said. Shadow set the book down and got up before going over to her and hugging her.

"It's alright. It was a long night and I shouldn't have been so harsh" he said softly. "Sorry" he said quietly, though she did hear it.

"It's alright. Let's go see if we can bug our friends today" she said before heading outside with him to visit their friends.

Eggman's Base

"Fancy" Chrysalis said before something on a monitor caught her eye. It looked like a power generator with slots for power sources. One big slot in the center surrounded by 7 smaller slots, and what looked like a matrix for another power source.

"What on earth?" she asked before the video feed stopped.

"That is something I'm working on. Don't worry about it" Eggman said before showing her and the changelings around the facility.

Sweet Apple Acres

"And you're sure you'll only be in my bed for 2 more nights?" Knuckles asked.

"And here I thought you liked extra company" Applejack teased.

"Never had any for most of my life" he said. Applejack sighed.

"I know sugarcube, I was just teasin is all" she said with an easy smile to the echidna. He smiled back at her.

"To think, all this started with a friendly celebration of crushing Eggman" Knuckles said with a sigh as he looked to the sky.

"I'd say you guys showing up when ya'll did was a blessing in and of itself. We couldn't have gotten this far without ya" Applejack said with a happy smile. Knuckles looked at her and smiled more. Applejack noticed they had both locked eyes. A blush appearing on her cheeks as she felt butterflies, as well as her heart racing.

"Are you two gonna kiss?" Applebloom asked, having walked out to that scene. Applejack blushed madly and Knuckles did too before they both started laughing.

"Nah Applebloom, don't you worry none" Applejack said. Applebloom just blinked before trotting along to go meet with the crusaders. Leaving Knuckles and Applejack to laugh nervously before going to harvest apples.

Cloudsdale

Rainbow Dash smiled as she watched Scootaloo fly, having been training the little filly.

"Do a Barrel Roll!" she called out. Scootaloo grinned before doing a barrel roll, almost losing her grip on flight after coming out of it. Though it was better than last time.

"Excellent work Scoot!" she called out happily before Scoot landed next to her. Rainbow Dash smiled happily and pulled her closer before wrapping a foreleg around her and giving her a hug.

"I'm real proud of you kiddo" she said happily. Scoot just nuzzled her older sister, happy to hear such praise.

"thanks sis" she said happily before remembering she was supposed to go crusading today. "shoot I almost forgot I was supposed to meet my friends at the clubhouse" she said. Dash smiled before offering a ride to the little filly. Scoot smiled and got on her sisters back. Dash took off at high speed. Scoot managed to hang on, watching the ground just blur by as they flew to the clubhouse.

Sweet Apple Acres

"and then Applebloom asked if we were gonna kiss" Applejack said to her brother. He just laughed.

"that sounds like Applebloom alright. Though how much of it was true?" Big Mac asked, causing Applejack to blush.

"umm, uh, well…" she said, unable to speak since her brother caught her off guard with that. Big Mac chuckled at his little sister.

"don't hurt yourself sis" he joked before going over to Knuckles. She just stood there, her mind going a mile a minute.

/how on earth does he do that?/ she wondered.

"heya Knuckles" Big Mac said.

"hey Big Mac" Knuckles said before punching the tree and getting the apples.

"so I hear Applebloom asked if you and my sister were gonna kiss" he said, causing Knuckles to stop mid punch and turn to face the stallion.

"yeah, that's right. She did ask that" Knuckles said.

"was there any truth to it?" he asked. Knuckles felt heat rise to his cheeks but did his best to keep composure.

"are you asking if I have feelings for your sister?" he asked.

"eeyup" Big Mac replied. Knuckles just sighed

"I don't know Big Mac." He said.

"take your time, you and her got a lotta thinkin to do. And, if it turns into a thing with you and her." He said before turning dead serious in his expression "I won't hesitate to break every bone in your body if you hurt her" he said sternly. Knuckles just nodded.

"yes sir" he said.

Fluttershy's Cottage

Fluttershy was happily feeding her animals. happy to see them happy. She turned to the couch and saw Tails, lying on his back and gazing at the ceiling.

"Tails?"

"hm?" he asked looking at her.

"you've been looking at the ceiling for the past hour now, what's wrong?" she asked, going over to him. He just sighed.

"last night. My insides just twist at the fact he was so easily able to lay a hand on you. If he could manage that…it scares me to think what he could've done" he said. Fluttershy smiled before going over to him and kissing him on the cheek before nuzzling her head against his.

"I just don't know what I'd do if anything happened to you. I'd probably snap" he said. She smiled more.

"it's okay Tails, with you around I know he'll think twice about trying to do anything to me" she said feeling safe whenever around him. Tails smiled a bit at her naivety, happy to be around her, happy to make her smile.

Cake Shop

Cream and Charmy were outside, advertising the special deal for the cake shop. Doing a good job at getting the attention of ponies.

"Vector I can't even begin to thank you and your friends for helping us out so much" Mrs. Cake said to the crocodile. Vector smiled at her.

"it's no trouble at all Mrs. Cake. I'm glad I could be of help." He said. Mr. and Mrs. Cake just smiled at him, happy that Sonic and all his friends arrived in Ponyville. It really livened the place up.

Canterlot Palace

Silver was on his way to the palace hot spring. Needing a good soak after all the exercise he did that day. Without even thinking he opened a door and walked in, having no idea he walked into the Mare's bathing room for the hot spring. Screaming jarred him out of his trance and he ran like hell out of there. Followed by a fireball, since Blaze was in there. Blaze's fist smoldered a bit as she growled.

"now now Blaze. I'm sure it was an accident" Celestia said with a smile, sitting beside her sister. Luna was in better spirits today, though she usually was after getting a nice soak in the hot spring. She even giggled at the scene.

"I'm still gonna bop him" Blaze said as she sat back down to relax. Celestia and Luna both sweat dropped. Giggling nervously at each other.

Zecora's Hut

Zecora was busy getting her cauldron to a boil for a potion until she heard a knock and turned to see Twilight, Fluttershy, Pinkie Pie, Rainbow Dash, Rarity, and Applejack enter her hut. Though something felt different, they seemed to be radiating a nasty aura.

"What evil do I sense?" she asked as the 6 chuckled, their eyes glowing green.

* * *

Chrysalis and Eggman have joined forces. what does she want with Zecora?


	26. Premonition

Disclaimer: i own nothing except the fanfic and Stargazer. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Premonition

"So you are Zecora, famed potion brewer who resides in the Everfree forest." Chrysalis said as she entered the hut, her changelings having already subdued the Zebra.

"Zecora is my name indeed. Brewing potions is my game you see. But why is one so evil here to see me? It's far from civil" she said.

"Simple. I'm in need of your potions" she said with a grin. Her body began to glow a green color before it started to shift into something, her body bulging and pulsing before she suppressed it.

"All your changes have made your form weak. Though I will not give what you seek" Zecora said. Chrysalis growled, but soon stopped and regained her composure.

"Raid, get the necessary ingredients for a Stabilizer" she said. One of the Changelings went to Zecora's big book of potions and found a Stabilizer.

"A Dragon's Scale, Venom of a Chimera, Feather of a baby Phoenix, and…" she paused as she read the book before getting angry. "5 other potions?" she asked in rage. Zecora laughed.

"Yes 5 other potions. Seems this has halted your intentions" she said before Chrysalis growled at her. Looking back at the book they were set on a diagram. 5 potions brewing around the center where she would soak in the potion made of the Scale, Venom and Feather, the other 5 slowly adding into it based on the description. She smiled before looking at her changelings.

"Come my children, we've got a scavenger hunt to complete" she said before leaving with her children. Vanishing quickly, Zecora frowned a bit before heading to Ponyville to warn her friends.

Ponyville

Twilight was still walking with Shadow, not knowing what to do. That is until Zecora came running toward them.

"Zecora! What's wrong?" she asked.

"Trouble…has begun to bubble." She said. Twilight nodded before going with Shadow to get the others to meet them at her house.

Twilight's House

"So…Chrysalis is after a Stabilizing Potion?" Twilight asked.

"Yes indeed that is what she is after. If she succeeds it will be a disaster" Zecora said. Twilight looked at Spike, who was holding his Phoenix Peewee protectively.

"We need to be on guard, she and her changelings will do anything to get this potion completed" Twilight said, earning nods from everyone.

"If you notice any difference in behavior, even if it is slight, be very suspicious. It could be a changeling. They may be able to mimic us in appearance and voice, but they have no idea how we really act. I noticed it, they just try to find ways to pull wool over our eyes. But if we remain vigilant they won't succeed" she said, everyone agreed happily with that. Eager to stop Chrysalis from achieving her goal.

Fluttershy's Cottage, later that day

Tails was relaxing with Fluttershy, watching the sun begin to set over the horizon. She was resting her head on his shoulder as the sky became orange around the sun. Tails smiled happily, his arm holding her close since it was wrapped around her. He was jarred out of his relaxation when his ears picked up rustling and movement. He turned his head and saw a little Changeling struggling to walk before it collapsed.

"What the?" he asked. Fluttershy looked at him before turning to where he was looking. A light gasp coming from her.

"A Changeling" she said, going over to it she noticed it was injured. "Poor thing must've been removed from the colony due to its injuries" she said.

"Or it could've purposely hurt itself to infiltrate our group and accomplish the queen's goal" Tails said before noticing the little thing cough. Some blood came out when it coughed. "Or maybe you're right" he said. They both got the Changeling inside to help nurse it back to health. If they aren't too late that is.

Sweet Apple Acres

The rest of the day went by in an eerie silence. Due to the fact Knuckles and Applejack were thinking a lot. The day's work soon finished as the sun set and the moon rose. They headed back in, eager to eat some dinner and go to bed. The dinner went by with minimal conversation and soon they made their way to bed. Knuckles sighed as he entered the room. Lying down on his side and facing the wall. Soon feeling Applejack get in bed beside him before he turned the light out and closed his eyes.

"Hey Knuckles?" Applejack asked after what seemed like an hour, when in actuality it had been 30 minutes.

"Hm?" he asked, still wide awake.

"Do ya ever think…that…" she paused, a rush of heat going to her cheeks

"Think what?" he asked.

"Oh it's nothing. Nevermind" she said, wanting so badly to just say something. Yet at the same time she felt she shouldn't, scared of what could happen.

"Okay" he said, wanting to get some sleep. Deciding it was best to deal with after a good night's rest. Applejack just laid there, looking at the wall in the darkness of the room. The moonlight illuminating it a bit. She felt herself tear up, shutting her eyes and trying to sleep.

/come on, you're a big girl. There's no room for crying/ she thought, managing to hold it off as sleep finally took her.

Fluttershy's Cottage the next morning

Fluttershy awoke slowly, yawning and stretching before smiling at Tails. He was still sound asleep and right by her side. She smiled, nuzzling him a bit before getting out of bed and heading downstairs to check on the Changeling. She was surprised when she saw no changeling but instead two of her pet bunny Angel. They both looked up at her before the Changeling giggled and reverted. Healthy as could be.

"Nice to see you're up and about" she said with a smile. The Changeling just looked at her before going over to her, nuzzling against her foreleg. "You two hungry?" she asked before getting them both something to eat. The changeling happily ate up his meal, same as Angel.

"Look who's in top shape" Tails said as he came down. The changeling looked at him and smiled.

"You need a name….how about Changer?" Fluttershy asked the Changeling. He happily jumped up and down in approval of that.

"Alright then Changer, welcome to the family" Fluttershy said happily. Tails walked over to them, Changer grinning before jumping up and latching onto him, causing him to fall onto his back.

"You're a cute little guy" Tails said, trying not to seem in pain.

"Tails you don't have to act tough in front of me" Fluttershy said with a smile. Tails managed to get Changer off before standing back up.

"Who said I was acting tough? I'm 100% macho" he said flexing his muscles, which didn't reveal much. She smiled, going over to him.

"Right, a big strong fox" she said with a bit of sarcasm before she nuzzled against his chest a bit. He blushed a bit before hugging her, smiling happily.

Twilight's House

"I still don't understand what this stuff is" Twilight said as she sprinkled Tails' concoction onto Shadow's food before bringing it to him.

"It is something he made for us in order to ensure we remain healthy. It has all the vitamins and what not from meat in it, and it adds that flavor. So we get both meat and veggies at the same time with our meals here" he said as he began to eat.

"So you guys are omnivores?" she asked. Shadow nodded since his mouth was full. "Well that definitely is something" she said as she began to eat as well. The meal went on without much being said.

"What do you think of Stargazer?" Twilight asked. Shadow looked at her for a moment.

"He's very dangerous, I could tell he wasn't being serious and he could do what he did. Not a foe I'd take lightly even on their bad day" he said. Twilight looked into his eyes as he answered, her cheeks growing hotter from the blush. Her heart racing as butterflies began to flutter in her stomach. She wanted so badly to just say something to him about how she felt, but she also knew this time may not be the best. She just sighed before turning toward a bookshelf and going to it. Shadow had been looking into her eyes when she was looking into his, his own heart beginning to quicken. A slight hollow feeling when she sighed and turned. Shadow ignored it as best he could though, worrying more on the bigger picture.

Eggman's Base

"These ingredients are pretty….well hard to obtain" Eggman said, having sent his bots with the changelings to acquire the ingredients for the other 5 potions. "The farthest we've gotten is the venom of a Chimera" Eggman said.

"Well your bots did stun it" Chrysalis said matter of factly. Eggman just sighed, knowing that things were going to heat up as the days went by.

"So what was that thing you're working on?" she asked. Eggman turned to her before turning back to his monitor. Staring at it for a bit before turning the Mobile and heading to the exit of the room.

"My last resort" he answered before leaving the room.

* * *

What is this last resort that Eggman is referring to?


	27. A Closer Look

Disclaimer: i own nothing except the fanfic and Stargazer. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

A Closer Look

Twilight's House

"are you sure it's wise to keep a Changeling as a pet?" Twilight asked. Fluttershy and Tails having brought Changer to show their friends. Changer was on Fluttershy's back, looking at Twilight with his blue eyes.

"well he seems to have been abandoned. And I couldn't just leave him there" she said. Twilight sighed before she simply smiled.

"alright then, you are the expert." She said before Changer flew up and went over to her to hug her. Spike was watching the whole thing as he was petting Peewee. Chuckling a bit at the little Changeling. Changer looked at him before flying down to the ground. Landing right next to him. Leaning in closer since he was curious about the little dragon and Phoenix. Spike leaned back a bit before feeling Changer lick his cheek.

"nice to meet you too" he said to the changeling. Wiping off his cheek before returning his gaze to the changeling. Only to see himself standing there. He blinked, moving a bit. The changeling mirroring the moves. Fluttershy and Twilight both giggled at that, finding it cute.

Sweet Apple Acres

Knuckles was carrying two buckets full of Apples when the sound of howling caught his attention. "what on earth?"

"the first sign!" Granny Smith exclaimed excitedly. Knuckles just arched a brow, confused. Applejack saw that and smiled.

"the Zap Apples will be in soon. This here is the first sign and day. 4 more days and signs and they'll be ripe for harvest" Applejack explained.

"there're signs for an apple?" he asked.

"not just any apple sonny." Granny Smith said. "a Zap Apple, they're magic ya see"

"well that makes more sense" he said

"and I can make the best doggone Zap Apple Jam around" she proudly boasted.

"sounds awesome" Knuckles said.

"wait till you actually try it. It'll blow your mind" Applejack said with a smile. This just got Knuckles even more excited for that harvest.

That night

Applejack yawned as she made her way up the stairs. Knuckles was doing a check on the Master Emerald. she walked into her room, looking over at her bed and sighing.

"all clean huh?" she asked no one in particular referring to her bed, a sad look on her face. She went to her window and there she could see Knuckles finishing his check of the emerald. she sighed again, her heart feeling tingly from the fact she wanted to tell him so badly but couldn't.

Knuckles walked up the stairs and looked to Applejack's door, sighing a bit before knocking softly on the door.

"Applejack? I just wanted to say good night. see ya tomorrow" he said before turning to go to his room. Before he could take one step he could hear her.

"could ya come in? I got something to ask ya" she said. He turned before opening the door and entering her room. He could see her standing at her window, looking out of it.

"what's up?" he asked. She took a deep breath before turning to him.

"this is something I've wanted to ask for a while now, I just haven't had the courage to…" she said, looking into his eyes. This however seemed to make it harder for her. She gulped a bit /come on, just ask him. You can do it/ she thought.

"do ya ever think….that we could ever be more than….just friends?" she asked, a heavy blush on her face after she finally spoke the words. It felt like a huge weight was lifted and now replaced by another weight, the weight of his eyes as they looked at her. His eyes a little widened in surprise that she asked him. Her nerves were on fire as she awaited his answer. Finally after what seemed like an eternity she got her answer.

"How long have you felt this way about me?" he asked.

"a while now, maybe close to a month or 3…" she said, her heart getting tingly again. He went over to her before wrapping his arms around her to hug her.

"like Sonic always says. We won't know unless we try" he said softly. She was surprised by that answer. Her eyes wide from hearing it.

"ya mean…you'd be willing to try a relationship with me?" she asked.

"did I say no?" he asked. She just smiled happily, feeling her heart beat with joy.

"thank you Knuckles" she said softly.

The Next day, outside Ponyville

Rainbow Dash was with Sonic, the two of them walking to their usual relaxation spot.

"so how did you do that Sonic Boom attack?" she asked. He just looked at her and smirked.

"well air makes up the sound barrier; all I need is enough to produce the force necessary to break the barrier. Like how I can do it when running. Though I put it in my arm and release the force with a punch. Though that was the first time I did it" he said rubbing his right arm a bit at the memory.

"you think I could ever do an attack like that?" she asked.

"if you know the air, you know how" he said simply. She was a bit confused by that. "don't worry, you'll understand eventually" Sonic said with a smile. She just smiled back, knowing that was the end of that particular conversation.

Twilight's House

"so wait…I do what again?" she asked, an emerald being held in front of her by her magic.

"focus on the emerald. let your heart and mind speak. Think of stopping time and use the command phrase" Shadow said. She nodded before concentrating on the emerald. her eyes closed as she continued to focus and focus.

"Chaos Control" she said, the emerald reacted and slowed time. Though it wasn't stopped she at least was inside of the Chaos Control. "whoa…." She said as she opened her eyes and saw her clock ticking at a painfully slow rate. The effect ended soon and time began to pass normally.

"not bad for your first try" Shadow said. She blushed a bit at the compliment.

"thank you" she said with a smile. He just smirked, already liking her progress. "by the way, why did you decide to teach me?" she asked

"well you are fascinated in emeralds in the scholar sense" he said simply. She thought about what it would be like to have books written on the chaos emeralds and their abilities, stored in the Canterlot Library. The thought brought a smile to her face. Her mind began to wander soon coming to very different thoughts altogether, which brought a blush to her cheeks. Shadow noticed the change in her demeanor and arched a brow.

"what is going through your head?" he asked. Twilight squealed a bit when he asked her. She then shook her head furiously. Doing her best to avoid eye contact by moving her head to the side, but still looking at him through the corner of her eye.

"Sparkle." He said a little sternly as he crossed his arms.

"nope it's nothing" she said quickly before running up to hide in her room. He just arched a brow at her.

"okay?"

She jumped onto her bed, still flustered as she rested her head on the pillow. Letting her mind process everything that just happened. /I guess...I really do have a thing for him….but how do I tell him?/ she wondered. She then got an idea, if she couldn't find the answer herself she'd ask someone who could help.

Canterlot Palace

Celestia was enjoying some peace before noticing a message from Twilight arriving. She smiled before using her magic to open the scroll.

_Dear Princess Celestia,_

_I think…no I know I'm in love. It's Shadow that this is directed towards. But I don't know how to tell him how I feel about him. If there is any advice you can give, please tell me._

_Your Faithful Student,_

_Twilight Sparkle_

She blinked before re-reading the message. "she's requesting…love advice?" she asked no one in particular. "that's a new one" she said before writing a message to her.

Twilight's House

Spike handed Twilight the message which she quickly opened and read.

_My Dearest Student,_

_I never expected this kind of request from you. But I will do my best to help. I suggest spending a lot more time with him, I'm sure you'll know when the right time to bring it up is. Don't be afraid, be strong. I have faith in you._

_Sincerely,_

_Princess Celestia_

She sighed before rolling the message up and using her magic to set it on her desk. "it's never easy is it?" she asked no one in particular.

Eggman's Base

Chrysalis was looking around, making sure no one could see her as she managed to fool the security system by disguising herself as Eggman. Going through all the restricted access barriers until she entered a dark hallway and walked down it. After quite the walk she entered a huge chamber and there she was met with quite a shock. Something was in there, and it was big, really big. She was looking at this thing, it seemed humanoid. But all she could see was that very power core from earlier. To the left and right she couldn't tell where it ended due to its size. Up and down yielded the same result. "what in all of Equestria?" she asked.

"Snooping as usual I see" Eggman said from behind her. She turned to him, shifting back to her original form.

"this thing is massive….what on earth…" she said, getting a little scared to say the least.

"this thing will be my last resort when all else fails. This will guarantee victory" he said. She just looked at the power core, watching as Robots worked on it.

/I don't know what this thing is…but it sends a chill throughout my blood/ she thought.

* * *

Eggman is building something gargantuan. what could it be? also i hid a reference, see if you can find it.


	28. The Sweet Smell of Apples

Disclaimer: i do not own anything except the fanfic and Stargazer. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team.

* * *

The Sweet Smell of Apples

Applebloom was grinning ear to ear as she walked up to the Cutie Mark Crusader clubhouse. Scootaloo and Sweetie Belle were talking with Shadow, the sound of Applebloom entering caused them to stop and turn to greet her. Though they had arched brows at her still smiling face.

"What's got you so happy?" Scootaloo asked.

"Ya'll aren't gonna believe this, but mah sister has a date" she said.

"You mean like a romantic type of date?" Scoot asked, earning a happy nod from her.

"Well who's the special somepony?" Sweetie Belle asked.

"Ya'll ain't gonna believe this neither, it's Knuckles" she said, her smile growing more. Shadow just grinned, having already figured it was him. Scoot and Sweetie Belle's jaws about hit the floor from hearing that.

"Knuckles?" Scootaloo asked in disbelief. Applebloom just nodded more.

"Didn't see that coming" Sweetie Belle said.

/that's because you haven't seen how they are around one another/ Shadow thought as he watched the girls talk about this. As he kept watching his thoughts began to slowly drift toward Twilight. Her lavender coat and violet hair, and her radiant violet eyes that enticed him every time he gazed upon them. His mind kept going, not one single thought drifting away from her. Her intellect, her potential, her voice, her…wait a minute, how long have I been thinking about this? Shadow wondered before noticing his cape was being tugged on by the girls.

"Oh…sorry girls" he said looking at them.

"Dude you were out like a light. With your eyes open" Scootaloo said.

"Not only that but your face is all red" Applebloom said. Shadow just arched a brow, the blush fading away.

"Who were you thinking about?" Sweetie Belle asked.

"Bet ya 10 bits it was Twilight" Applebloom said with a grin. Shadow just looked at her, some of the blush returning.

"I think you might be right" Sweetie Belle said. Shadow just rolled his eyes and chuckled, today was going to be a long one.

Sweet Apple Acres

Applejack was bucking trees, needing to get the day's work done so she'd have more time to think. Knuckles had left to hang out with Sonic and Tails for the day. She was still a little surprised, she had a date with Knuckles. Of course she knew a lot about him, but she still felt there was so much more to learn of the red echidna. Her mind continued to focus on just him and the fact she was going to be on a date with him later that night. With a smile and a contented sigh she turned to the buckets full of apples and moved them to where they needed to be.

With Sonic Tails and Knuckles

"Whoa there…slow down" Sonic said as he looked at Knuckles, trying to wrap his head around this. "You're telling me that you and Applejack have a date later tonight?" he asked, as if to clarify he wasn't going crazy.

"Sonic for the hundredth time yes, we have a date later tonight" he said in an irritated tone since he was getting tired of this really fast. Sonic just put a hand to his forehead and shook his head, his eyes wide in surprise.

"I must be crazy…because I keep hearing the same thing" he said

"That's because you keep asking the same question!" Tails shouted at him, irritated of this as well.

"It's just so hard to believe…" Sonic said.

"What? That I'm faster than you when it comes to girls?" Knuckles said with a smug look. Sonic exaggerated his expression for taking offense to that, which he didn't really. The three friends shared a laugh at that.

"You nervous?" Sonic asked, hoping to get back at Knuckles.

"Nah, what's there to be nervous about?" he asked. Sonic at this point had an evil grin on his face, which he was quick to hide.

"You mean you don't know?" he asked. Knuckles just got curious at this.

"Like you have any idea" Tails said, seriously doubting Sonic could give any sensible advice.

/one of these days Tails…./ Sonic thought in irritation "just ignore him Knuckles and trust your old pal Sonic" Sonic said as he draped an arm over Knuckles' shoulders.

/he's doomed/ Tails thought as he watched Sonic begin to give Knuckles advice, until Knuckles found out the advice was utter baloney and bopped him on the head.

"I do know what I'm doing you know" he said as Sonic hit the ground with a silly grin on his face. Tails laughed at the scene, glad to see his two best friends being themselves.

Twilight's House

Twilight was outside, enjoying the fresh air with Spike at her side and Owloysius standing on her back. She smiled even more when she turned her gaze forward and saw Shadow and the girls walking toward her. Shadow waved once at her as they got closer. Twilight's heart began to pound in her chest, watching as he got closer and closer. Her mind starting to make many thoughts appear, some of which were very sensual and graphic in their romantic nature. A blush brightening her cheeks as she found she couldn't stop them. Heat began to run through her body, from her hooves to her flank as the thoughts continued.

"Twilight?" Shadow called for the 3rd time, finally jarring her out of her trance.

"Huh?" she asked, thanking him in her head for freeing her from the thoughts.

"You feeling alright?" he asked. She smiled at him and nodded shyly.

"I'm just real eager to start the next lesson" she said, looking into his eyes. He looked right back at her and smirked.

"Alright. I think it's time you learned the most basic offensive move. Chaos Spear" he said holding onto his green emerald. She used her magic to retrieve her red emerald. Spike and Owloysius standing at the side with the girls.

"So Owloysius, you think she can do it?" Spike asked.

"Hoo?" Owloysius replied

"Twilight, you know. Wait, I'm not falling for that again" he said, the girls giggling at the scene before they all looked over to watch Twilight.

"First step, charge your energy. Call out to the emerald for its power. Then concentrate it into your horn, and fire" he demonstrated, firing a Chaos Spear into the sky that dissipated before reaching the clouds. She watched and gulped nervously, her anxiety kicking in as she called out to her emerald. She could soon feel the power begin to enter her body, and that just made her nerves fire off more. She managed to get ahold of herself before doing her best to move the energy into her horn. Her eyes shut tight as she concentrated. Then she could hear it, a crackling sound from the energy in her horn. She opened her eyes and did her best to look up to see her horn. All she could see was some of the energy crackling off the tip.

"Chaos Spear" she said, though the energy didn't fly out of her horn at all. Instead a small pop was heard as the energy quickly faded. She could immediately feel his gaze upon her. Her anxiety returning as she looked toward him, her eyes meeting his.

"Try again" he said calmly. She nodded, trying again as she stored power in her horn. The crackling of energy audible as she focused on making this work.

"Chaos Spear" she said, this time it left her horn before popping and fading. It didn't go far, maybe an inch or two. She bit her bottom lip before turning to Shadow, who was moving closer to her. She blushed when he got closer, looking into his eyes as he wrapped an arm around her so their faces were beside each other. The girls and Spike all started silently teasing the two of them since they weren't looking, giggling softly in their mischief.

"Let me help" he said softly. Twilight couldn't speak, only nod. Her voice being robbed from her by her nerves. She repeated her earlier steps, the energy soon crackling on her horn.

"Alright. Now imagine trying to hit something without actually having to trek over to them." He said, stretching out his other arm and making a gun with his hand. Pointing at the clouds above. "Take aim and fire" he said. She concentrated on his words, using his arm as a guide feeling more nervous as she gave it another try.

"Chaos Spear" what happened next brought a smile to Shadow's face. A Chaos Spear flew forth from her horn and into the sky, fading away before the clouds. She smiled as she saw it fly, happy that she did it.

"There you go" he said softly, with an easy smile to her. She turned her head a bit to face him, her blush deepening when she saw how close they were. Their faces were just inches from the other, all he had to do was turn his head and their lips would make contact. This thought made Twilight blush even more. Shadow unwrapped his arm from her and turned to look at her, now at a more comfortable distance. Though remaining awfully close. She felt a sort of emptiness when he removed his arm, a slight chill replacing where his warmth was. She drew a circle in the dirt with her hoof as she tried to find the words to say to him.

"Hey Shadow…" she began, finally managing to get her mouth to work. He looked at her with a curious gaze. "There's a um…meteor shower this Friday…and umm..I was wondering if you would…like to…" she had trouble finishing her sentence, her nervousness getting the best of her. Her cheeks warm as could be from all the blood that rushed to them, causing the blush.

"Sure" he said, already knowing where she was going with this. She smiled happily at him, now more excited than nervous. She then saw a smile on his face, one that made her even happier. Scoot pretended to gag herself at the mushy scene in front of her while Applebloom and Sweetie Belle watched with stars in their eyes at how cute they found it. Spike was in the same boat as Scootaloo. Owloysius was just being Owloysius, sitting there being as silent as ever.

That Night

Applejack's nerves were on fire as she checked herself in the mirror, making sure her mane and tail were nice and brushed. Same with her coat, tonight was going to be an interesting one that was for sure. She was wearing a short dress. Red in color with patterns of white that symbolized the apple family namesake. Her mane was done up in a French braid. Her tail was just loose, no bands or anything to hold it. She looked at her hat before smiling. Tonight she wasn't a cowpony, tonight she was a girl. Going out with a special man.

Knuckles walked up to the door of the house, knocking on it and seeing Big Mac on the other side as the door opened.

"Here to get my sister?" he asked.

"Yes I am" he said with a grin. Big Mac just smiled before heading upstairs and knocking on Applejack's door. "Yer date's here" he said before walking to his room.

Applejack immediately felt nervous when she heard her brother say that. She took a deep breath and exhaled before giving her reflection a determined look before heading out of her room and down the stairs to meet Knuckles. When she saw him she felt her heart race and chest tighten. Knuckles smiled at her, finding himself in a similar situation.

"You look lovely" he said as a blush appeared on his cheeks. She blushed at the compliment, smiling at him.

"Thank you" she said before Knuckles turned to face the same direction as her and put a hand on her back as they walked together.

"Be back before midnight you two!" Big Mac called out from the window. Both of them blushing as they kept walking. Her mind was going a mile a minute as they walked, eventually reaching a restaurant that was still open at this hour. One table open outside the establishment, with candles burning bright as they got closer. Applejack could feel her heart skipping with joy as she saw the table, and even more so when Knuckles pulled her seat out for her. She smiled and sat down, Knuckles pushed her chair in before going around and taking a seat across from her. As soon as he did their eyes met, both gazing at one another. Smiles widening on both their faces.

"That dress looks very lovely on you" Knuckles said, being the first to break the silence. Applejack blushed at him saying that.

"Thanks, it was my mother's when she was my age. She told me this dress was the one she wore when she met my dad." She said, the dress really meaning a lot to her. "Oh if only she were around with dad." She said softly. Knuckles heard that and a sad smile appeared on his face.

"Sorry for your loss." He said with utmost sympathy. She just smiled.

"It's alright Knuckles, I know they'd be proud of me" she said.

"Reminds me of how I feel about my father." He said. She had an understanding smile on her face as she listened.

"I never knew my mother, only my father. He trained and raised me to guard the Master Emerald. I have utmost respect for him. If anything happened to the master emerald I'd feel as though I'd let him down in some way" he said. Applejack just looked at him, extending her hoof and laying it on top of his hand.

"It's alright" she said softly "I know no matter what that he must be very proud of you right now" this brought a smile to Knuckles' face.

"Thanks Applejack" he said. They spent the rest of their time talking about themselves and of course eating their meal once they got it. Knuckles was walking home with Applejack, his arm wrapped around her to keep her close as they walked. She didn't mind, in fact she welcomed the closeness. The feeling of him right there next to her. Knuckles felt the same, enjoying the fact he had someone to be with like her. They entered the house and quietly made their way upstairs, stopping in front of her room.

"Knuckles that was a lot of fun. I enjoyed it." she said happily.

"Me too Applejack" he said with a smile. Their eyes locking on one another and looking deep into them. Hearts racing, chests tightening, nerves tingling, all this as they gazed deeply into one another's eyes. She slowly leaned forward, as if driven by an unseen force. Knuckles met her halfway, their lips meeting in soft kiss. Knuckles wrapping his arms around her neck as they lost themselves in the moment. Applejack could feel her heart race at the excitement she felt, though reluctantly she backed off. Refilling her lungs with precious oxygen, looking deeply into Knuckles eyes before they both entered her room. She smiled at Knuckles as she got out of her dress and unbraided her hair before going over to him with a smile. He just smiled back, climbing into bed with her before wrapping his arms around her to hold her close to his body as they shared another kiss and melted into the night.


	29. Deceit

Disclaimer: i own nothing except the fanfic, Stargazer, and the NightMare 6. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team.

* * *

Deceit

The sun shone brightly this day, not a cloud in the sky. The bright golden rays entered through the window of Applejack's room. Managing to hit Knuckles square in the eyes, stirring him from his sleep. Yawning as he finally awoke, looking away from the intense light. Applejack was still asleep, her form snug close to Knuckles' body. The pleasant scent of apples entered his nostrils as he took a deep breath. A smile appearing on his face as he looked at the sleeping form of Applejack, nuzzling his head with hers. Applejack began to awake from that, yawning before opening her eyes to the sight of Knuckles. She smiled happily as a soft blush appeared on her face.

"Mornin' darlin'" she said softly with a smile.

"Good morning" he said, sharing a good morning kiss with her, enjoying the feel of her lips on his. She sighed in bliss when they kissed. Breaking away after a few seconds and looking into each other's eyes.

Meanwhile

"Stargazer, it's done" Discord said. Stargazer grinned and looked over at him.

"Show me" he said with eagerness. Discord smiled as 6 ponies walked out from behind him and stood 3 to each side of him.

"Meet the NightMare 6" he said with a grin.

"I'm Invert" the one that looked like Rainbow Dash said. Its mane was monochrome while its coat was bright red. Her cutie mark was the same as Dash's but it was upside down.

"Clarity is the name" the one that looked like rarity said. Her coat being black in color while her mane was pure silver in color. Her cutie mark looked like a mirror with 3 diamonds on it, only flipped horizontally as if reflecting Rarity's cutie mark.

"Flutterdie" one that looked like Fluttershy said. Her coat was blue with a black mane and tail. Her cutie mark was 3 skull and crossbones.

"Slinky Spy" one that looked like Pinkie Pie said. This one having a gray coat with a black mane and tail. Her cutie mark being 3 darts, as if to pop Pinkie's balloons.

"Sour Apple" the one that looked like Applejack said. Her coat being blonde while her mane and coat were orange. Her cutie mark being 3 spoiled apples.

"Midnight Sparkle" the last said, looking like Twilight. Her coat was a dark purple, her mane and tail white in color. Her cutie mark was completely white and resembled Twilight's

"I have to say Discord, you've really outdone yourself" Stargazer said with a wicked grin, already having a good idea on what to do with them.

Eggman's Base

Eggman looked at his newest creations, 7 bots that had a color corresponding to a different emerald. Gazing at them with a new scheme in mind.

"So this is why you called" Chrysalis said as she entered the room

"Yes indeed" Eggman said as he turned to her. "I need your emerald" he said.

"Why should I give you this?" she asked, reluctant to hand it over.

"Because if you do I guarantee all 7 will be ours" he said. She smirked before placing the emerald in the slot in the yellow bots chest. Eggman placed Chaos Drives into the other 6 and activated them.

"All systems full power!" he said as they began to whir and move. "Listen up. You were all built from the remains of E-1337. I want you to scope out the nearest Emerald and seize it" he ordered. The robots saluted before flying off to retrieve the first emerald that appeared on their scopes.

Meanwhile, somewhere in Equestria

Metal Sonic looked at the horizon, eager to get the emeralds and complete his goal of redeeming himself and proving he wasn't a copy. His eyes soon going to the purple emerald in his hand, its soft glow illuminating the nearby trees.

Suddenly he was jarred from his thoughts as he jumped away from where he was standing. A rocket hitting that very spot and exploding.

"seems Eggman has sent in the goon squad" Metal said as the 7 took aim at him. He dodged their shots and took cover behind a boulder nearby. Coming out of cover to shoot his lasers at them, hitting them but not doing much. He then moved away from the boulder as more rockets flew down and blew it to pieces. They then descended toward him, Metal charged through them. Striking them with his arms as he weaved through them before one grabbed him and blasted him with a rocket at point blank range in the face. The smoke from the explosion cleared and Metal's head was shifting around in liquid form as it reformed its original shape before he blasted it with a laser and jumped away from the other 6 as they opened fire with their gatling lasers. He kept running, circling around them before going into a liquid form and escaping their fire before reforming in the middle of them.

"Chaos Blast!" he said as a red dome of energy surrounded him and pushed them away. He then jumped into the air and fired a volley of lasers at the now scattered bots. Causing a lot of dirt to kick up and block his view of them. He stopped firing and checked his scanners before dodging an attack from behind. Taking aim at the bot before being shot by a rocket in the back. The one Metal was aiming for firing a rocket as well and blasting him to the ground. Metal landed with a loud crash. A small crater forming from the impact. Metal stood, realizing he was surrounded by them all of them aiming for him.

"Chaos Control!" he stopped time and got out of the crater before launching a volley of attacks at the bots and exiting the Chaos Control, watching as they were bombarded by his attacks. That was when he realized, there were only 6 there.

"where?" he asked before an energy sabre ran him through. He grunted before a rocket blasted the back of his head, causing him to drop the emerald and fall to the ground. The yellow one stood over him as it picked up the emerald.

"inferior robot, you should have made this easier on yourself and just handed it over" it said before going to the purple bot and replacing its Chaos Drive with the Emerald. they took flight and returned to Eggman's base.

Gilda noticed some bots flying away and looked down, seeing what looked like a battlefield and Metal Sonic lying in the middle of it. she gasped and dove down, landing beside him.

"Metal?" she asked, a bit frantic. Noticing he was in sleep mode as his injuries were healed by his nanites.

Eggman's Base

"ah and the triumphant return" Eggman said, pleased with the results. Chrysalis too, was smiling as her mind began to plot many schemes.

Sweet Apple Acres

Applejack was bucking the apples from the trees, her gaze fixed on Knuckles as he did his work as well. A smile on her face as her mind went back to the previous night. it was such a wonderful night for her, her cheeks turning bright red as the memory of what happened after they got in bed returned to her. She still had that smile, the look of satisfaction on her face as her mind replayed what happened.

"you off in dreamland today sis?" Big Mac asked, causing Applejack to jump and gasp in surprise.

"oh uh Big Mac…umm…well ya see…" she said, trying desperately to regain her composure. Her brother just chuckled at her.

"it's alright sis. I know ya had yourself quite the evening. But do try to keep your head in the present. And your voice just a teensy bit quieter next time. I thought fer sure you'd wake Applebloom." He said. causing his sister to jab him with her hoof in embarrassment.

"will ya'll go somewhere please?" she asked as he laughed more.

"alright sis. I'm real happy for ya" he said before leaving her in peace, silently chuckling to himself. Knuckles punched a tree, knocking the apples free from it before seeing something beyond the tree. It looked like Applejack.

"huh?" he wondered as he went to check it out. Applejack sighed and turned around before noticing Knuckles was gone.

"now where in tarnation did he run off to?" she wondered aloud.

"Applejack?" he asked as he got closer and closer before finally being able to see it wasn't her.

"so close, but wrong" Sour Apple said as she grinned evilly. Knuckles got into a defensive stance.

"who are you?" he demanded from her.

"names Sour Apple. I represent one of the 6 Elements of Chaos. My element is Deceit" she said before lunging at him. Knuckles dodged and swung a right hook at her. She ducked down to avoid it before bucking him. Sending him back a bit. He landed on his feet and punched the ground, making some earth rise up. He grabbed the two risen pieces and tossed them at her before charging at her. She stepped to the side and tackled him into a tree. He grunted from the hit before grabbing her waist and lifting her up, her head now pointing to the ground. He then jumped and held his legs up, her head between them as he pile-drove her into the ground before jumping back and focusing his power. She growled as she slowly got back up, glaring at him as she charged at him.

"Heat Knuckle!" Knuckles shouted before shooting off at high speed and punching her in the jaw, following each punch with another until his hands caught fire and he unleashed a finisher uppercut to her jaw. All the pent up energy being released onto Sour. Applejack heard him shout and saw the burst of energy before running in that direction.

"how's that?" he asked, confident he was victorious. She began to laugh until her coat turned a sickly green and her hair became a darker shade of that. She then snorted and hacked up some spit before spitting it at him. His arm took the hit and he had a look of disgust on his face.

"really that's all you got?" he asked before realizing his vision was starting to double. "what?"

She just laughed "there's a reason I'm called Sour Apple, and why I represent Deceit. Lies are like poison, they can spread and over time they get worse." She said.

"lucky for me, you didn't think I'd be poisonous" she said, Knuckles soon collapsed, unable to stay upright. His stomach churning and heart rate rising. "now to end it" she said, taking a deep breath before something collided into her and made her choke on the exhale.

"don't you dare think about harming him!" Applejack threatened as she glared at her NightMare copy. Sour just grinned evilly, looking forward to fighting her opposite.

* * *

Metal has been beaten by a new team of bots. Sour Apple and Applejack stare eachother down, the battle of opposites begins next chapter.


	30. Zappity Zap Zap

Disclaimer: i own nothing except for the fanfic, Stargazer, the NightMare 6, the super form concepts of the Mane 6, and Turbo Tails concept. Sonic is copyright of Sega and Sonic Team. MLP:FIM is copyright of Hasbro and Lauren Faust.

* * *

Zappity Zap Zap

"So you're Applejack. Bearer of the Element of Honesty" Sour Apple said with a grin.

"And just who in the hay are you?" she demanded, teeth showing in anger.

"Your opposite, Sour Apple." She said before her eyes glowed a creepy red. "Bearer of the Element of Deceit" she charged at Applejack as soon as she finished her sentence. Applejack braced herself and grunted when they collided. She pushed back as much as she could, feeling the earth move under her hooves before feeling her flank touch a tree. Her eyes shot open as she was knocked aside, onto the ground. She quickly stood back up before rushing at Sour, quickly pivoting to buck her in the face. A sickening crack confirmed she hit her target. Sour's head not only was knocked back from the hit, but it also collided with the tree. She screeched in agony as she collapsed. Applejack approached her cautiously before she quickly stood and tackled the orange coated pony. Sour grinned as a glob of her spit began to slowly move from her lips toward Applejacks. The tail of the poisonous substance still in Sour's mouth. Applejack was beginning to freak out; the spit was getting closer and closer. She tried and tried to get free, but couldn't find the leverage to do so. She watched in horror as it got closer, daring to enter her mouth and poison her. She closed her eyes, preparing for the inevitable

Just as she thought it was all over a sudden cracking noise could be heard, the weight on top of Applejack vanishing and the spit landing somewhere on the ground. When she opened her eyes she saw Knuckles, his arm outstretched from the punch he delivered to Sour's side. Thought it seemed he was having trouble doing something as simple as that, he was panting and sweating heavily from the internal chaos due to the poison.

"don't even think about it" he said lowly before stepping over Applejack and walking toward Sour Apple. Landing another punch, straight to the jaw. Following with an uppercut and left hook. Sour growled before her eyes glowed and Knuckles stopped, suddenly gripping his chest in pain. Falling onto his knees and hand, the other still gripping his chest. Sour then bucked him in the side, sending him across the ground and into a tree. Applejack just watched that, scared out of her mind.

"you brought this on yourself. I made my poison spread and seize your heart, you have even less time" she said as she spat some of the blood in her mouth out. Applejack looked down at the ground, feeling absolutely helpless, and tears forming in her eyes. She was about to lose the one she loved, and she couldn't stop it.

/what do I do? I can't stop her….oh Celestia…what do I do?/ she thought frantically. The sky began to fill with dark clouds, surging with magic. The final sign of the Zap Apples had arrived. Applejack kept thinking and thinking, tears falling.

"you know I feel generous. I won't let you suffer" she said going over to Knuckles, a sick grin on her face. Applejack watched as Sour slowly walked toward Knuckles. Something began to stir within her, each step that Sour took was like an irritant. She got angrier and angrier, little by little as Sour got closer to him. It was then she felt something snap, she growled before the earth began to shake. Sour stopped and turned her attention to Applejack.

"what on earth?" she wondered as she gazed at the orange pony.

"do. Not. Touch. Him!" she exclaimed in pure anger and hatred. The clouds began to swirl before striking the trees around them. Allowing the Zap Apples to form, but that's not all. The clouds struck Applejack as her anger finally exploded forth in a mighty scream. The energy surged around her, her element appearing around her neck. The energy soon began to return to lightning and etched a lightning bolt on her sides that had the zap apple color pattern. Unlike Dash's lightning bolt, these where more intricate. Her mane having broken from the band that held it and splitting into many lightning bolt shaped ends. Her bangs pointing upward. Her eyes now a more vivid green. Applejack stood there, her fur and man aglow with power. Her eyes intense and focused on Sour Apple. She now stood as Zap Applejack.

"well now this is." She couldn't finish, due to being rammed by Applejack. She slammed her into a tree before jumping back.

/I didn't even see that…./ Sour thought as she looked toward Applejack, a little fearful of her newfound power.

"I'll make you pay for this. And since I'm Honest, I intend to make true on that" she said before charging at her.

"don't even think you can threaten me!" Sour shouted as she charged at her as well.

"I don't make threats" Applejack said as she was enveloped in energy, covered by a veil of electricity that shone with the color of the zap apples. She then shot off at high speed, tearing right through Sour apple and stopping a short distance from her. "I make Guarantees" she said as she turned to Sour.

Sour writhed in pain as she felt the power surge through her, the hole in her chest didn't help much either. She hissed at Applejack before collapsing.

"I can't….believe….this…" she said softly before the power slowly broke her down, ending her. Applejack just sighed in relief as her super form ended and she reverted to normal. She then gasped and ran to Knuckles. He was barely conscious, and seemed to be getting more and more pale.

"oh Knuckles…please, hold on." she pleaded, the tears starting to form again.

"what do I do?" she wondered as the helplessness returned. She looked up, as if to see some type of heavenly intervention. What she saw were Zap Apples. She just looked at them before an idea came to her she bucked the apples off and grabbed one. Bringing it to Knuckles.

"here, eat this" she said, holding it at his mouth. He struggled, but managed to get a bite. Chewing for a few seconds before swallowing the tasty bit of fruit. Immediately the pain faded and he sat up, finishing off the apple.

"whoa nelly" she said in surprise when he did that. Knuckles then covered his mouth suddenly and turned away before vomiting a sickly green substance that hissed as it burned the ground before dying off.

"you feelin alright darlin?" she asked. Knuckles looked at her and smiled.

"never better, thanks to you" he said. she blushed as tears of joy formed and she threw herself onto him. Ecstatic that he was alive and well. He wrapped his arms around her and held her close, looking up at the Zap Apples before turning his gaze back to her. She looked up at him and moved forward, sharing a love filled kiss with him.

"I love you so much Knuckles…I'm not sure what I'd do without ya" she said softly.

"I love you too. And by the way, I approve of that one liner you used" he said with a smile. She just smiled and nuzzled close to him, happy as could be.

Meanwhile, Somewhere in Equestria

Stargazer growled lowly before turning to Discord.

"how could she have lost?" he asked angrily, not too happy with these results. Losing faith in the NightMare 6.

"simple. Lies can grow, becoming too much to handle. Eventually the lie is found out and it fades away as the truth overpowers it. she was the weakest of the 6 due to the fact Lying doesn't get you anywhere far" Discord said, unfazed by the outburst.

"do not worry Lord Stargazer, we won't be taken down so easily" Midnight said with a grin.

"for your sake, you better be right" Stargazer said sternly.

Fluttershy's Cottage

"Tails?" she called out, looking for the two tailed fox. She looked upstairs, downstairs, everywhere. She couldn't find him, turning her attention to the door she figured he must be outside. She opened the door and ventured outdoors to find him. The air was quiet, her wings flapping softly as she flew to locate him. She could hear what sounded like Tails hard at work on something, following the sounds she soon located him. He had something up on a mechanical holster. It looked like a suit, though it was incomplete. The back portion was missing, the forearms weren't there, the knees and everything below weren't done and the helmet only covered the back and top of the head. He was hard at work on this thing, making sure it was in proper working order at this phase in development. Thanks to all the noise and the fact she was quiet, she managed to go over and stand beside him. Watching him work with a curious gaze on her face. He stopped working and wiped his forehead as he sighed. He then turned and jumped with a small yelp, having not expected Fluttershy to be there. She smiled softly at that.

"sorry, didn't mean to startle you" she said. Tails shook his head.

"nah it's cool" he said.

"what is this?" she asked.

"it's my battle suit…or at least it will be." He said. she noticed the blue prints, seeing up at the top the name was Turbo Tails.

"Turbo Tails?" she asked curiously

"yep, that's what I'll be known as with that thing on. though it's just a silly title, I'll still be Tails." He said with a smile. She smiled back before going closer to nuzzled her head on his chest, smiling more as she heard his heart beating. He blushed a bit, but smiled as he wrapped an arm around her and hugged her. She felt so happy, wanting to stay there forever. Just like this, with his arms around her and his heart there to soothe her. They remained there, in utter bliss until the sun set and they had to go inside for a good night's rest.

Twilight's House

"So Shadow, what was it like living on the Ark?" Twilight asked, Spike already in bed. Shadow looked at her before shrugging.

"it was way different than down here. Up there, the stars were right outside my window. Only them and the darkness they filled." He said. Twilight smiled and went over to him, sitting beside him on the couch.

"tell me more?" she asked with a look on her face that was hard to say no to. He just chuckled.

"alright" he said before telling her about what life was like up there. It had taken about an hour or two for him to finish the story. Looking at Twilight he noticed she had fallen asleep, her head resting on his lap.

Shadow smiled before carefully lifting her into his arms and taking her upstairs. Laying her gently in her bed before covering her up. He smiled again and brushed some of her hair aside with his hand in a gentle motion.

"Sweet dreams, Twilight" he said softly before heading to his bed to get some sleep.

* * *

Sour Apple has fallen. Tails is building a suit, and my head hurts since it's 4 in the freaking morning.


	31. Chrysalis's Plan

Disclaimer: i own nothing except for the Mane 6 super forms, Turbo Tails concept, Stargazer and the NightMare 6. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Chrysalis's Plan

Metal's eye panels slowly began to light up as his system came back online. The first thing he noticed was the fact he was indoors, and on a bed no less. the wood paneling of the walls, roof and floor of the room a pleasant brown color. He began to sit up, his gears grinding and hydraulics hissing as they finally began to move again. He looked over to a window on the other side of the room and got out of bed, heading toward it slowly. When he looked out he saw many griffins flying around, this confirmed his suspicions. Gilda must have brought him there while he was in standby mode. He could see a lot of gorges and canyons, as well as mountains. This place was certainly like he'd imagined.

"nice to see you up and about" Gilda said from behind him, having just entered the room. He turned his head, looking at her through the corner of his eye before returning his gaze to the outside.

"any leads?" he asked.

"all intel points to Ponyville" she said.

"then lets prepare, we move out to Ponyville in 3 days" he said.

Canterlot Palace

Luna and Trixie were out in the courtyard, watching Silver as he dueled Blaze. Marine was sitting with Luna and Trixie, eating some popcorn.

Silver glowed a green color before he shot off toward Blaze at high speed in the air. She dodged it swiftly before making some fire rise below him. He swung his hand to disperse it before landing and firing a blade of psychic energy at her. She jumped over it before launching a few fireballs at him. He caught them before launching them back with his mind. She was hit by the fireballs since she didn't have much to work with, still in the air and all. She landed, a little singed as she glared at him.

"these two are quite the remarkable fighters" Luna said in amazement as she watched a literal battle of minds.

"they sure are mate" Marine said with a smile.

Blaze ran at Silver, pulling her fist back before throwing a punch at him. He dodged it before going for a knee to the gut, which she avoided by jumping back. Silver ran at her and went for a left hook. She caught his fist and pulled him toward her before kneeing him in the gut and tossing him onto the ground. He was now on his stomach, groaning a bit. She sat on his back and smiled.

"you lose" she said. Silver just chuckled at that as Blaze got up and helped him up.

"I almost had ya too" Silver said with a smile.

"yet you still lost" she teased him. He opened his mouth to say something, but had nothing to say. She just laughed at that.

Fluttershy's Cottage

Fluttershy awoke from her slumber, her eyes slowly opening as a soft yawn escaped her. Once her eyes adjusted, she could see Tails there with her. His arm wrapped around her to hold her close. she kissed his cheek softly, her mind beginning to race now.

"oh…I wish I wasn't so shy…I wish I had the courage to tell you how I feel…" she said sadly. Her heart pounding in her chest from what she was feeling. she just nuzzled her head against his chest, listening to the steady beating of his heart. Closing her eyes and focusing on listening to his heart, it was like a soft song that helped soothe her. A soft blush appearing on her cheeks as she smiled happily, enjoying his warmth. She felt something moving around on the bed and turned her gaze to Changer, who was curling up at the foot of the bed. She smiled softly and giggled at how cute he was. This moment was interrupted however, by Angel, who had opened the door and tossed a carrot at Fluttershy. The small vegetable flew and got her right between the eyes, a quiet "ow" escaping her when it hit.

"alright Angel, I'll get your breakfast" she said as she gently got out of the bed to go feed her needy pet.

Somewhere outside Ponyville

Sonic was laying on the grass, his eyes closed as he relaxed. A gentle breeze blowing by and a pleasant summer scent to the air.

"napping away the day huh?" Rainbow Dash asked from above him, he opened his eyes and saw her looking right back into his with a smile. She then walked around him and laid down beside him. "I prefer clouds, but I guess this is fine too" she said. he just smiled at that.

"wonder what ol' egghead's up to" Sonic said.

"probably the latest blueprint of how he's gonna have his butt handed to him" Rainbow said with a grin. Sonic laughed at that.

"yeah, probably" he said before sharing a small laugh with Rainbow.

"you know Sonic, you're pretty cool. I like spending time with you" she said with a smile, and light blush.

"yeah, same to you Dash" he said with a smile of his own. She just looked at him before nuzzling her head against his chest, her ear picking up on his heartbeat and breathing. The blush deepening on her cheeks. He had a light blush to his cheeks when she did that, he just smiled and wrapped an arm around her. She smiled as she relaxed with him, happy to have this moment with him.

Sweet Apple Acres

Knuckles had just woken up from the recent event; a headache and body ache still present.

"what hit me?" he wondered before turning his gaze to a sleeping Applejack, she was there at his bedside. Her head on the bed and the rest of her body on the floor. "Applejack…" he said softly before moving his hand close to wake her via gentle shaking.

She woke up slowly with a yawn before she eyed a smiling Knuckles. "you're awake!" she said happily before hugging him.

"yeah, thanks to you I'll be right as rain" Knuckles said as he hugged her back. She nuzzled her head in his chest.

"I was so scared. I thought I was gonna lose you" she said.

"I'm not going anywhere Applejack." He said, "I don't intend on dying anytime soon"

She looked up at him and smiled before kissing him, happy to share such a bond with him. Happy to love him, and to be loved in return.

"aaaaw" came a voice at the door, it was Applebloom, thinking the scene was absolutely adorable. Applejack blushed madly when she heard her sister. Knuckles did his best to stifle his laughter at the look on Applejack's face.

"what'd I tell you bout bargin into other ponies' rooms?" Applejack asked before, Applebloom giggled and ran out the door.

Twilight's House

Twilight was relaxing after having reorganized the library, watching the sky through her window as she laid on her bed. A small smile on her face as her mind began to focus on things like Shadow. A blush soon appeared on her cheeks, she wanted to tell him. Oh yes she did, but she was too scared to tell him. She sighed sadly as she looked out the window.

"oh Shadow…I want to tell you…where can I get strength like yours?" she wondered

"by believing in yourself" she could hear him say. This brought a smile to her face before she felt something brush her mane. It was his hand, Shadow's hand. She turned and saw him right next to her. She blushed madly at that, unable to form words. He smiled softly at her looking right into her eyes as she did the same.

After what seemed like an eternity she moved close and nuzzled her head against his chest. Hearing his heart and breathing, her own heart racing at this.

"will you stay?" she asked, he sat on the bed beside her, running his fingers through her mane.

"yes" he answered simply. Her heart leapt with joy as she relaxed with him nearby. Her head resting on his lap as she drifted off to sleep.

Eggman's Base

"Soon, I'll have all the ingredients. There is one I must have absolutely. And that is Love. But who?" she wondered. A sick grin appeared on her face after a minute of contemplation.

"Twilight Sparkle" she said, her intel pointing out that the young protégée had quite the love interest.

"Revenge. Is very sweet indeed" she said with an evil laugh

* * *

what is she planning? and why do i ask questions? i dunno...


	32. Inverted

i own nothing except the fanfic, Stargazer, NightMare 6, and super form concepts of the Mane 6. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Inverted

"Just can't sit still can you Invert?" Clarity asked her. Invert turned to her and scoffed.

"can it." she said. Clarity just smirked.

"don't make the same mistake Sour did." She said

"I intend on showing that Sour was a fool" Invert said before flying off, making a beeline for Ponyville.

Fluttershy's Cottage

Tails was hard at work on his suit, welding, saudering, and doing what else needed to be done to it. Changer walked up and looked up toward him, curious as to what he was doing. He then looked to his leg and grinned mischievously before licking Tails' leg. Tails jumped a bit before looking down and seeing Changer.

"Changer what are you doing?" he asked the little changeling. He just blinked at Tails before jumping up and tackle glomping him. Tails just chuckled before hugging the little guy.

"aw, how cute" Fluttershy said having seen that. Tails just blushed before Changer got up and went over to her, nuzzling against her leg. She just smiled at him. "you're awfully affectionate today" she said

Outside Ponyville

Sonic was running with Rainbow Dash, both of them grinning ear to ear as they ran. That is until something crash landed in front of them. Out of the small crater stood, its coat a bright red and its mane a monochrome of Rainbow Dash's mane. Her cutie mark looking the same, except upside down and her black eyes staring right at them.

"who the hay are you?" Dash asked with her usual attitude.

"me? Oh why I'm you. Just better" she taunted. "my name is Invert" she said, "I'm one of the NightMare 6 created by Lord Discord"

Dash froze up at that, "D-D-Discord? He's back?" she asked in utter shock. Sonic just looked at her in confusion.

"yes. The very embodiment of Chaos has returned and has made us to counter the ones that turned him to stone" Invert said.

"you can try to beat me. But there's no way you can ever outdo the original!" she boasted, Invert just laughed before charging at them full speed. Sonic jumped over it while Dash moved to the side to avoid it. Dash then charged at Invert managing to ram her into a tree before jumping back. Invert growled before standing up and charging again. Sonic curled into a ball and used his spin dash to ram into her. Invert flew back from the hit while Sonic went up into the air and did a backflip and landed on his feet.

"time to use it already…" Invert said before two clouds appeared above Sonic and Dash before they both were struck by lightning. The lightning didn't hurt, and just crackled on them for a moment before fading.

"that's all you got?" Dash taunted before charging at her and pivoting before bucking her right in the jaw. Invert smacked into a tree and fell to the ground before standing up, a trickle of blood going down her chin and dripping onto the ground below.

"seems your power isn't all that great" Dash said with a confident grin as she flew in toward invert. Something odd happened though, her wings stopped moving and she hit the ground hard. Sonic trying to dash in tripped and fell, unable to be as fast as he usually was, or coordinated for that matter.

Invert grinned before bucking Dash as soon as she stood, flying after her and slamming her into the ground and dragging her along it. making a groove in the dirt as Dash was dragged through it. Dash managed to flip her off of her before Invert turned and tackled her into the ground.

Sonic watching this felt something bubble inside of him, something he had been hiding for a while. Something dark.

"you get it yet? my power is to invert what you are. You know, make you the opposite" Invert said with a laugh. Sonic was gritting his teeth, feeling something slip past his control. Dash just glared at Invert trying to think of something.

"try as you might you'll never beat me. I'm too strong for you" Invert taunted

"you…are a fool…" Sonic said rather darkly. Dash turned to him and stared at him in surprise. Sonic's fur was slowly turning black as his quills stood. He slowly stood up; grinning as his irises and pupils vanished, leaving blank white eyes. His muzzle and arms became black, though a little lighter than his already black fur. A dark aura soon surrounded the hedgehog as he stood there, staring down Invert. Sonic was now Dark Sonic, and he is out for payback.

"Sonic?" Dash asked, not sure what to think.

"what?" Invert wondered before Sonic vanished, reappearing beside her and punching her square in the jaw. Invert was sent flying from the punch, dirt kicking up and grass moving from the speed at which she was moving before finally coming to a stop after tearing through several trees. Sonic stood there, not moving.

Invert picked herself up, spitting the blood in her mouth out before charging at him. He held out his arm and her head met his hand. She stopped and he didn't even move. Energy began to gather into his hand and he fired a Dark Beam. Invert screamed in pain as the attack tore through her. He didn't stop there, he appeared behind her and kicked her into the air and followed that with a flurry of punches before holding both hands above his head and slamming them into her sending her to the ground below. He then released a volley of dark bullets at her causing a cloud of dirt to rise from the impacts as the energy exploded violently.

Dash just watched this, her mind going a mile a minute. /Sonic…this isn't you…you aren't cold or ruthless…but…what is this I'm seeing? That is you isn't it?/ she wondered, scared to death over this.

Invert crawled out of the crater Sonic put her in, coughing blood up. Her body covered in burns, bruises and blood. "dammit! How is he that much stronger than before?" she cried out in frustration, slamming her hooves against the ground. A shadow soon cast over her and she looked up to see Sonic standing there. Her eyes went wide with fear, knowing he had the power to end her. What frustrated her most was the fact she knew he was dragging this out, toying with her, just to make her suffer.

"You Bastard!" she cried out, lunging at him and going right through him. He had moved so quickly he left an after image, which she dove through. He stood behind her, reaching an arm out and grabbing her head. He held her up and began to deliver punches to her, while increasing pressure on her skull to make this agonizing. She screamed in pain, utterly tortured by this.

"no…No…NO!" Dash cried out before lunging at Sonic with all her might, striking his side and causing him to drop Invert. She tackled him to the ground, doing her best to keep him pinned.

"Sonic stop this! This isn't you!" she cried out, tears in her eyes that began to fall. Each salty drop landing on his muzzle. He looked at her, surprised by this sudden change in her demeanor.

"I can't let you do this, if you kill her you'd destroy all that you stand for, all that you are." She said through her sobs. Sonic's eyes began to regain their pupils and soon the irises. His emerald green eyes looking at her as the darkness slowly faded.

"Dash…" he said softly as his natural blue returned to his fur and his muzzle and arms regained their color as well.

She smiled in relief that he was back to normal, burying her head in his chest and crying softly. He wrapped his arms around her, holding her close to comfort her.

Invert shakily picked herself up, panting heavily and severely injured. "I'll get you for this…" she said through gritted teeth before managing to lift off with her wings and fly away, returning to Discord to heal.

"I'm sorry Dash…I didn't want you to see that side of me" he said softly. She kept crying, slowly starting to calm down. He slowly began to run his fingers through her mane. She could feel that, a soft smile on her lips as the tears finally stopped.

"I'm just glad you're back. I was so scared." She said softly.

"don't worry, I'm here now." He said. Dash smiled more, happy.

Twilight's House

Twilight was reading a book, Shadow had left to visit Rouge and Omega for a bit. So she expected him back anytime soon. as if on cue the door began to open, soon revealing Shadow.

"Hi Shadow how was your visit?" Twilight asked. Shadow just looked at her as a grin appeared on his face. His eyes flashing green and slitted pupils visible. Twilight however didn't notice the flash, as the distance was too much for such an acute observation.

* * *

Chrysalis is impersonating Shadow. Twilight is none the wiser. what will happen?


	33. Abduction

Disclaimer: i own nothing except the story, Stargazer, NightMare 6, Starblazers, and the super form concepts of the mane 6. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team.

* * *

Abduction

"How was your visit?" Twilight asked Shadow with a smile. He just looked at her for a moment before answering.

"Short" he said simply.

"Well seeing as how we've got a lot of the day left. How about some training?" she asked with a hopeful look in her eyes.

"Sure, let's go to the Everfree forest" he said. She arched a brow at that, confused by what he said.

"To see if you can handle yourself in a fight that could turn unpredictable" he said.

"Oh" she said upon realization, getting out the emerald and using Chaos Control to take them to the forest.

Sugarcube Corner

"Say Pinkie Pie. How did you get your cutie mark?" Vector asked, Espio, Charmy, Cream and Amy all interested to hear about it as well.

"Well, let's see, it all started…"

A few minutes later

"…and that's how Equestria was made!" she said with a smile, finishing the tale. They just looked at her, dumbfounded. Espio was questioning how on earth she could function, but decided to drop it. Knowing full well he was better off.

"Wonder what my cutie mark would be" Charmy wondered.

"It would be obnoxious that much I'm sure of" Vector said with a laugh. Charmy just huffed at him. Espio even chuckled at that. Their merriment was cut short by the sounds of metal hitting the ground with a loud tink. They all stared at it before it released knock out gas, putting them all to sleep.

A pony looking like Pinkie Pie with a gray coat and black mane entered from above. Her cutie mark being three darts. It was none other than Slinky Spy.

"Easy. Now to take these with me. They'll give us all the info we need" she said before using a gadget to get them in a net and haul them off to her hideout somewhere beyond Ponyville.

Canterlot Palace

Cadence and Shining Armor were enjoying the day, walking outside with smiles on their faces. This however was interrupted when two guards approached them.

"Is something the matter?" Armor asked, being their captain. Cadence suddenly got a strange feeling and soon recognized it.

"Shining Armor! Look out!" she shouted before he was struck in the back of the head. She backed up and bumped into the other one who promptly repeated the action, knocking her out as well.

"The queen will be most pleased" one said as the two sets of eyes glowed a blue color.

Slinky Spy's hidden base

Pinkie began to wake up, her vision blurry and head fuzzy. "What happened?" she wondered as she tried to get a view of her surroundings. She realized she was in a cell of sorts, and other cells were nearby.

"Guys! Can you hear me?" she called out, hoping they were in the cells.

"Yes we can" Espio called out from the cell directly across from hers. She breathed a sigh of relief.

"Where are we?" she asked.

"No clue, whatever threw that can brought us here. That much I'm sure of" he said.

"Very perceptive, take you long to think of that?" Slinky's voice came as she entered the room, her gaze immediately cast toward her opposite, Pinkie. She glared and bared her teeth at the bouncy pony, finding the fact she existed sickening.

"Who are you?" Espio asked. Slinky looked at him and glared.

"I am Slinky Spy, one of the NightMare 6. Opposite of the element of Laughter. I am the element of Stress." She said. Pinkie was confused, how was stress the opposite of laughter? Espio knew, Stress could bring you down while Laughter rose you up. Slinky seemed to have quite the air about her, it felt as if the stress just flowed out of her and was absorbed into you.

"Enjoy your stay. Soon you'll be 6 feet under and out of my way" she said before leaving the room.

"Sheesh…what a grump" Pinkie said, "maybe we could throw her a party" she said with a hopeful look.

"Pinkie she's your opposite" Espio said.

"So?" she asked.

"So that means she'd rather see you hung by your entrails than be at one of your parties" he said.

"But…why?" she asked.

"She's purely your opposite. Everything about her dislikes you, since you are her opposite." He said

"But the Cake's once taught me that opposites attract" she said. Espio sighed and facepalmed.

"That's in the case of love. In this situation it's different. Slinky Spy was created for the sole purpose of countering you. Her whole reason for existing is to see you dead" he said. Pinkie for once was silent, her mind racing as she thought.

/how can anypony be so cruel?/ she thought in her naivety.

"We're gonna get out" Espio said.

"How?" Pinkie asked, having heard that.

"Me" Vector said before the sound of steel bars hitting steel floor could be heard. Vector walked out with Amy, Cream and Charmy smiling as he helped Pinkie and Espio out of their cells.

"Thanks Vector" Pinkie said with a smile.

"No problem. Let's go" he said. Amy nodded and took out her hammer, using it to bash open the door to escape the cell room.

"What the?" Charmy said in surprise at the strange creatures on the other side of the door. They were a midnight blue with white dots like stars. Short and pudgy with oversized arms and stubby legs.

"I got this" Vector said before running at them. One of them grabbed him and tossed him into the wall before they began moving toward the others. Vector picked himself up and shook off the dizziness before turning to the creatures and whistling. They turned to him and he started blowing bubbles of purple bubble gum. These bubbles floated toward the creatures.

Espio and Charmy knew what was coming next, but Pinkie was absolutely confused. One creature reached out and touched a bubble, causing it to explode, that's right explode. They were Vector's bubble bombs. The creatures were soon caught in a chain reaction of explosions from the other bubbles, which were effective in defeating them.

"Wow!" Pinkie said as she hopped over to Vector. "That was awesome!" she said. "Wonder if I could make balloons that release confetti when popped cause you know that would be awesome and-" Vector cut her off by putting a hand to her mouth.

"let's just focus on getting out of here" he said, earning a nod from the pink earth pony before they all continued their way down a dark hallway, looking for a way out.

Somewhere in Ponyville

The cutie mark crusaders were bored and trying to think of a way to get their cutie marks.

"Any ideas?" Scootaloo asked.

"None" Applebloom said with a sigh.

"Let's go visit Fluttershy and Tails, we can play with their pet Changeling" Sweetie Belle said. The other two smiling at that idea before they set out for the cottage.

Fluttershy's Cottage

Changer was napping on Tails's lap. Tails still slowly petting the little guy. Fluttershy was busy feeding the animals. Tails couldn't help but smile at how chipper she seemed to be while feeding them, the song that came from her as she did so made him smile more. He always loved her voice, so calm and angelic. Her singing voice very harmonic and pleasing. He started to look at her cutie mark, the butterflies on there representing her fragility, beauty, and peace. He smiled more before noticing his eyes were now resting on the entirety of her flank, not just her cutie mark. A blush appeared on his face.

/how long have I been staring?/ he wondered. Fluttershy turned and smiled at him. He smiled back, waving at her. She smiled more and blushed softly at his smile. A knock at her door snapped her out of it though and she moved to answer it.

"Hello girls" she said with a smile. The cutie mark crusaders looked at her and smiled back, "hello Fluttershy" they said in a chipper tune.

"What brings you here?" she asked.

"Well we're bored and wanted to see if we can play with Changer" Scootaloo said. Fluttershy smiled as she let them in. "of course you can" she said.

Changer woke up suddenly, his blue eyes wide open before he jumped down and ran out the door.

"Changer?" Applebloom wondered as he ran out. Changer turned and was frantically signaling them as if to follow.

"Let's follow him" Tails said before all 5 followed the young changeling.

Everfree Forest

"So first I'll show you my Chaos Spear" Twilight said as she charged up energy before releasing said attack. It wasn't on par with Shadow's, but it was damn close.

"Very nice" Shadow said. He walked over to her and placed a hand on the back of her neck, smiling as his hand glowed an eerie green before Twilight lost consciousness. "All too easy."

At that point Changer and the other's arrived.

"What? Shadow?" Tails asked in surprise. Shadow laughed as his eyes turned green and he was enveloped in green fire. Emerging as Queen Chrysalis.

"Stupid fools" she said. "You're too late" she turned to the changeling in front of her.

"I do appreciate you saving my subject" she said approaching him. Changer growled and lunged at her, sinking his fangs into her foreleg. She growled and threw him off of her.

"Little wretch!" she shouted at the changeling. She soon calmed down and went over to Twilight.

"I've wasted enough time. If you want to save her then you'll be wise to come to The Hollow." She said, disappearing with Twilight as her laugh echoed.

"We gotta tell Shadow" Tails said before they all set off to find him.

Slinky Spy's Base

Our heroes ran down the hallway, and different rooms, tearing through any of those creatures. Coming to another door. Vector got into position and shoulder rammed it open. Finding themselves in a large circular arena type room.

"Whoa." Vector said. Slinky was up in a dark corner on the roof taking aim at them. She fired a small explosive.

Pinkie's tail began to twitch. "Uh oh, my pinkie sense is going off. Something is going to fall" she said in a worried tone.

"Pinkie sense?" Charmy asked.

"Uh huh, if my tail twitches something is gonna fall" she said.

"Look out!" Espio called, making everyone jump to the side he was going toward. An explosion going off behind them.

"Very perceptive" Slinky said as she landed in front of them.

"Don't underestimate the way of the ninja" Espio said, as he got into a ready stance. She just laughed.

"We're not so different." She said. "I'm just as much a ninja as you are"

"A spy is like a ninja yes. But they are a ninja who was forsaken the true way, they have left teachings of old and embraced new teachings. You are outclassed" Espio said.

"We'll see about that" she said with a scoff.

Ponyville

Shadow was leaving the boutique, yawning since Rarity decided to try a new male fashion design on him, and Rouge practically begged/forced him to do it. Just as he was about to start walking he heard his name. Turning to see who it was he noticed Tails, Fluttershy, the girls and Changer running to him.

"What's up?" he asked.

"Twilight was taken by the changeling queen!" Fluttershy said.

"Twilight was…what?" he asked in shock.

* * *

Chrysalis has captured Twilight, Cadence and Shining Armor. what is she planning. and those creatures that were in Slinky Spy's base are Starblazers.


	34. Surprise

Disclaimer: i own nothing except the story, Stargazer, NightMare 6, Starblazers, and the super form concepts of the mane 6. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team.

* * *

Surprise

Shadow stood there, his form unmoving his expression blank as he processed what he just heard. Twilight was kidnapped, by a Changeling no less. His fist clenched tightly as his teeth became visible from the look of pure anger that slowly emerged on his face. His body soon began to glow a dim red color and the ground shook a bit. Scootaloo, Applebloom, and Sweetie Belle quickly ran and hid, scared at this change in him. Fluttershy hid with them, just as scared. The ground beneath Shadow's feet began to crack and uplift in some parts.

"Shadow! Calm down! We know where she was taken, we can rescue her!" Tails called out, Shadow looked at him and the rumbling of the ground finally stopped.

"But we don't even know where the Hollow is" Fluttershy said.

"I think I know who does" Tails said.

Slinky Spy's Base

Pinkie watched as Slinky and Espio stared each other down. Slinky threw a smokescreen down and vanished. Espio couldn't tell where she was now. Pinkie could though, her pinkie sense going nuts.

"Behind!" Pinkie shouted. Espio jumped and Slinky flew under him and landed in front of him. He threw a kunai at her, which she managed to dodge before firing a small needle from her band on her leg. It struck his left arm, making it go numb. The smoke cleared at this point.

"Damn" Espio said under his breath before looking at a smiling Slinky.

"Fool, you've no chance" she said before charging at him. He sidestepped and brought his knee to her jaw as she flew by. Which of course did a lot more damage since his knee not only stopped her momentum, but also sent her reeling back.

"I've still got 3 limbs and my mind. Don't count me out just yet" he said. Slinky growled and spit the blood out of her mouth before wiping some that drizzled down her chin off.

Canterlot Palace

Trixie was walking the halls, a strange feeling having been in her for a while now. She didn't know what it was, but it felt like a calling and it seemed to grow in strength when Twilight or her friends were near.

"Trixie, what has you troubled?" Celestia asked, noticing the trouble in the young mare's heart.

"I don't know. It feels like something is calling to me…" she said. "It grows strong when around Twilight and her friends"

Celestia thought for a moment and smiled. "No need to worry, I'm sure it's nothing to stress about." She said before the doors burst open and Shadow walked through with Tails, Fluttershy and the Crusaders.

"Shadow?" Celestia asked, curious as to why he was there, and why he looked so disturbed.

"The Hollow, how do we get there?" he asked rather rudely. Celestia looked at him in surprise and sighed.

"First you will tell me what has you so upset" she said.

"Twilight was taken by that damned changeling Queen" he said. Celestia was shocked by this, as evidenced by her expression.

Trixie could feel that odd feeling in her chest again, every time she looked at Fluttershy it grew stronger. /what on earth is going on?/ she wondered. She pushed that to the back of her mind to focus on the problem at hand. "I know how to get there. It's hidden by magic, so there's no way we can teleport there" Trixie said

Shadow turned to her "then how?" he asked. She grinned

"I can get us there in a day or two." She said.

"I'll tell the others to meet up with us to get this expedition started" Tails said. "Starting with Silver Blaze and Marine" he said before flying off to find them.

Slinky's Base

Espio grabbed her hoof as she threw a punch, pulling her into a knee and roundhouse kicking her away from him. She grunted as she landed, glaring at him with hatred in her eyes.

"As I said before, you have no chance" he said. She started to laugh.

"Wrong. Remember that dart that hit your arm?" she asked. Espio was confused before it hit him, literally. He started to feel woozy and soon tumbled to the ground.

"Anesthetic….." he said weakly as his body slowly went numb.

"That's right, with your whole body numbed, you can't fight" she said before charging at him and bucking him into the wall.

"No…" Pinkie said, her mane and tail starting to deflate.

Slinky grabbed him and slammed him against the wall before punching his gut repeatedly.

"Stop…" Pinkie's mane and tail became completely deflated.

Slinky continued her relentless assault on Espio laughing as she did so.

"Stop it you monster!" Pinkie shouted. The ground beginning to shake as she gritted her teeth, glaring death at her opposite. Slinky seemed a little surprised by this, but wasn't at all intimidated. After all, how could a pony that only cares about making smiles and parties ever pose a threat to her? She was about to learn the answer to that question, the hard way.

An explosion rocked the facility, followed by another, and another. "What the hell?" Slinky asked in rage, checking her wrist map it was shown that all other sections of the base were destroyed.

"I will make you suffer!" Pinkie shouted as the ground shook more violently. Her fur began to slowly bleach until it was white. Her mane and tail began to reinflate and change to a bright golden color. The element of laughter appearing around her neck as her energy began to spike until it was released fully.

"Surprise!" she said with a crazed smiled before ramming into Slinky with incredible speed and power, managing to dent the steel with the imprint of Slinky. She jumped back, still grinning ear to ear. Slinky was shocked by this, and injured as well. Managing to pry herself free she stood before the change in her opposite. Pinkie Pie now stood as Surprise Pinkie Pie.

"What's a party without balloons?" she asked as thrust her forelegs in front of her and stood on her hind legs. Balloons materializing out of her arms and scattering throughout the room. Slinky just laughed, running at her. A balloon moved in her way and she went to push it aside. As soon as she touched it it exploded violently, sending her flying into another balloon that sent her to the ground. She stood, a little scorched and in pain. The balloons went vanished, still there just unseeable.

"Ha! You think I'll run into one now? I've memorized their locations!" she shouted as she ran for Pinkie, just before she could get within 5 feet she touched a balloon and it exploded sending her into 3 other balloons that tossed her like a rag doll.

"Sorry, but that's my specialty, surprises. The balloons may not be visible, but that doesn't mean they're stationary" Surprise Pinkie said with a grin. Slinky growled at her before using her utility wrist to fire several projectiles, destroying quite a few of the balloons.

"Don't think you've won yet!" she shouted. Surprise Pinkie just smiled, making the remaining balloons become visible, all of them surrounding Slinky in a way that made any movement capable of setting them off. Pinkie then pulled out her party cannon.

"Every party comes to an end at some point, and I hope you like the parting gift" she said as she focused a lot of energy into the cannon. Slinky watched in horror.

"Super Party Blast!" she fired the cannon, releasing a pure beam of energy that seemed to radiate the essence of a party. The beam enveloped Slinky, the balloons detonating as she screamed in sheer pain. The beam tearing at her and completely killing her. Nothing remained when the beam finally faded. Pinkie panted as her super form soon ended, her mane and fur returning to their original pink before she collapsed from exhaustion.

"Holy hell…" Vector said in amazement before snapping out of it. "Let's get these two back home" he said before picking up Espio and Pinkie with ease and carrying them out of the new hole in the wall from the beam. Amy, Cream and Charmy following him.

Canterlot Palace (a few hours later)

Everyone but Vector, Amy, Charmy, Pinkie, and Cream were gathered together. After being filled in on the situation they soon set out for The Hollow with Trixie leading. Trixie could feel that thing in her chest even stronger than before thanks to Applejack, Rainbow Dash, Fluttershy, and Rarity being there.

The Hollow

Twilight finally awoke, within a cage of sorts. "What the?" she wondered weakly as her eyes began to take in her surroundings. "Where am I?" she wondered.

"Twily! You're awake!" Shining said. Twilight heard him and turned, seeing him and Cadence in cages of their own.

"Shining Armor, Cadence!" she called out, worried.

"Oh thank goodness you're okay" Cadence said.

"Don't worry, I'll get us out" Twilight said.

"No use" Shining said.

"What?" she asked

"We tried, a lot. These cages are resistant to magic" Cadence said.

"Indeed they are. You won't be leaving anytime soon" Chrysalis said as she drank a bizarre potion. "One thing special about love, when in the presence of loved ones and showing concern it flows out of you like a waterfall. And I enjoy every second of such a feast" Chrysalis said as she drank the love that poured out them as if she'd been starved for weeks.

"No…" Twilight said, before getting an idea. The chaos emerald, she looked and looked, but couldn't locate it.

"Looking for this?" Chrysalis asked, holding it in front of her with her magic and laughing.

Twilight looked at her, feeling helpless. /Shadow…help me…/ she pleaded, needing him now more than ever. Cadence could sense that and smiled softly at her.

"He'll come Twilight, and he'll save you. I guarantee it" she said to the young unicorn. Chrysalis was too busy being confident in her success to care about what they were talking about.

Twilight smiled happily at Cadence, hope filling her heart.

With Shadow and the others.

Night fell and they set up camp, Trixie having stated they are about halfway there.

"Twilight, I'll be there soon" he said. "I'll make them pay" with that said he turned his gaze to the stars before laying down and falling asleep.

* * *

Chrysalis has finished her stabilization and is getting stronger as Shadow makes his way to the Hollow. what is this strange feeling that is affecting Trixie? Pinkie has obtained a super form and defeated her opposite. yes her super form is based off her beta where she was a pegasus. the main difference is in here she doesn't have wings.


	35. The Hollow

Disclaimer: i own nothing except the fanfic, Stargazer, Starblazers, NightMare 6, Mane 6 super form concepts and Turbo Tails. Sonic is copyright of Sega and Sonic Team. MLP:FIM is copyright of Hasbro and Lauren Faust

* * *

The Hollow

The sun shone brightly in the sky, the group of heroes moving forward, covering as much ground as possible to reach the hollow ASAP. They were walking, nothing to distract them. That is until a shout in the sky was heard.

"Rainbow Dash!" could be heard as something descended and landed in front of them, the heroes stopping.

"Invert!" Dash shouted, her opposite standing before her and her friends.

"So nice to see you again Dash, and you brought friends. That's good. Because now they can watch me run you into the ground and" she was interrupted by Shadow walking by and shoving her aside.

"You're in my way" he said as he walked past her. She was shocked he'd do something like that, growling at him.

"Hey! Don't you walk away from me pincushion!" she shouted. Shadow kept walking, ignoring her. She got angry now and flew after him.

"Don't ignore me you little shit!" she shouted. Shadow turned right as she got close catching her face with his hand and slamming her to the ground. Pinning her head to the ground with his hand on her face still.

"Chaos Spear!" he shouted, the blast from the attack being of incredible power. Dirt and rocks flew up from the sudden blast. When it settled all that remained was a crater and a headless Invert. Rainbow looked at the sight, chilled to the bone from how spooked she was. The memory of Dark Sonic returning to her mind.

/he's like that darker Sonic…only he has control over what he's doing…and that's even scarier than a mindless killing machine/ she thought.

"Let's go, we've wasted enough time" he said. Trixie nodded leading them once again. Rainbow was too deep in thought to move. She was snapped out of it by a hand on her back, turning her head she saw Sonic, smiling at her.

"Come on Dash, let's go rescue Twilight" he said. She smiled and nodded, walking with him to catch up to the others.

"Stop…" came Invert's voice. Sonic and Rainbow Dash both stopped and turned to see her get up, with her head intact.

"But…how?" Dash asked in utter shock.

"Simple, we of the NightMare 6 can only be killed by our opposite. Meaning you're the unlucky duck" she said.

"But she's a Pegasus" Sonic said with a smug grin. Invert growled.

"I'll wipe that stupid looking grin off your face!" she shouted before charging at him, Dash got between them and head-butted Invert in the chin, sending her into the air. She rubbed her jaw to relieve the pain from the hit.

"Go Sonic. She's mine" Dash said. Sonic just looked at her as if she was crazy. She looked at him with a look that spoke volumes to him, it was a look that told him not to worry.

"How noble, fighting me all by yourself" Invert said. "Too bad it's also the last thing you'll ever do!" she shouted, charging for Dash. Dash met her halfway, the two of them locked in a standstill, trying to push through the other. Sonic didn't leave her entirely, staying there to watch this fight play out.

They both flew back from each other, flying at each other repeatedly as they ascended. Thunder boomed each time they collided, dancing throughout the sky as they battled. Sonic could feel each rush of wind from the collisions, this battle was certainly one of a high degree. Dash growled as she flew in and slammed her left fore hoof into Invert's jaw, knocking her into a barrel roll. Invert spat out the blood in her mouth before charging at Dash, punching her in the gut before wrapping her forelegs around her and ascending rapidly before quickly turning and doing a nose dive at full speed. Dash tried her best to escape Invert, but was unsuccessful and soon felt the hard ground against her back as she was slammed into it. Invert hovered above, smiling at the small crater that Dash now lay in. Dash stood up, grunting and groaning in pain.

Dash took a deep breath and her element appeared on her neck. "Loyalty awaken!" she said, being enveloped in red lightning. Now in her super form, Lightning Dash. Invert was surprised by this change in Rainbow Dash. Dash charged at her, slamming into her within a second. She followed up with a punch to the jaw, then another, then a kick and finally a full buck to the chest. Invert flew back, managing to go into a flip and stop herself. Blood trickled down her chin as she forced air into her chest, which was painful to do.

/damn, she must have broken a few of my ribs/ she thought as she glared at Dash, small arcs of red electricity flowing up her body and through her mane and tail. Invert growled at her before charging full speed at her. Dash smirked, going above her and bucking her into the ground. Invert hit the ground hard, an imprint of her body now marking the earth as she lay there.

/this isn't possible…how the hell is she this strong?/ she thought angrily, frustrated she couldn't best her opposite. Invert stood up, coughing up some blood before wiping her mouth and glaring at Dash.

"Sonic Monochrome!" she said before performing a sonic rainboom that was black and white. She collided with Dash, unleashing a barrage of punches and kicks before bucking her up higher and grabbing her before pile driving her at full speed into the ground. She landed by the spot where Dash was, smiling in triumph over that. Dash stood up and looked at Invert.

"Let me show you how it's done amateur" she said before colliding with her and ascending rapidly with her. She did a sonic rainboom that crackled with red lightning unleashing her own flurry of attacks on Invert.

"Red Lightning Drill!" she said as she began to spin, the lightning intensifying as she became a red drill of lightning. Arcing and soon nose diving. Invert screamed in agony as the attack tore her apart. When they got close enough to the ground Rainbow Dash put all the energy into her hind legs and quickly 180'd to buck Invert as hard as she could. A loud crash of thunder could be heard from the impact, followed by a giant collision to the ground. The ground shook from the impact, a sizable crater was where Invert now lay. Dash landed near the crater, smiling before she felt funny. Looking into the crater she saw why, Invert was using her power to make Dash the opposite of what she was. Since she was in super form, this meant a total reversion back into regular Rainbow Dash.

"Uh oh.." she said before Invert, though battered and bloody jumped out and tackled her.

"I will not lose to you!" she shouted, punching her in the face left and right several times before her punches were missing.

/she's not dodging! How am I missing?/ she wondered before looking at her hooves and saw that they were gone and her forelegs were following. Red lightning crackling as it destroyed her body slowly.

"No…No…NO!" she shouted as it soon reached her torso and ripped her apart. "Damn you!" she shouted as it finally reached her head and ended her. Nothing remained of Invert, the fight was over.

Dash sighed happily, glad it was over. Sonic went over to Dash, smiling.

"Nice job Dash" he said with a thumbs up.

"thanks." She said with a smile of her own.

"Think you can fly?" he asked offering to help her up. She shook her head.

"I feel worn out, I don't think I can for a while." She said. He smiled and picked her up, holding her bridal style before running toward the others at full speed. Rainbow blushed when he did that, wrapping her forelegs around him to hold on as he carried her. She looked up, seeing the look of concentration and care in his eyes. She smiled softly and rested her head against his chest. She could hear his heart beating fast to pump the blood that was vital for his limbs during this run. She could feel it relax her, the aches and pains from the earlier fight seeming to melt away.

The group soon came to a stop, seeing a thick of trees brush and vines, seemingly making a cavern that just reeked of foul intentions.

"That's the hollow" Trixie said, pointing a hoof at it. Shadow looked at it intently before using Chaos Control to teleport in front of it and walk right in. Trixie watched in utter shock before shaking it off.

"Let's go" she said, the others nodding and following her down to the Hollow.

Shadow entered the hollow, glowing a faint red. The changelings turned to the intruder before rushing at him. Each one that got near him was quickly swatted away, via a punch or kick. He kept walking, glowing more and more brightly. Reaching a more open room and getting surrounded by changelings.

"Chaos Blast!" he shouted, the energy exploding forth and pushing away the changelings. He continued his journey, sensing Twilight he started to jog, his skates kicking in and allowing him to cover as much ground as possible as he sped toward her.

Twilight sensed it, an explosion of chaos energy, followed by a boom and faint echo of a voice. She couldn't tell with 100 percent certainty, but she did have a feeling. It was Shadow, he was here. Her eyes filled with tears of joy as he got closer and closer.

Shadow entered Chrysalis's throne room. Turning and seeing Twilight in a cage.

"Twilight!" he shouted, going to her cage.

"Shadow!" she said happily, tears streaming down her face as she smiled happily.

"You did well to make it here hedgehog" Chrysalis said with a scowl as she got off her throne and made her way to him.

"Shame you won't leave here alive" she said before her horn glowed and she fired a magic bolt at him. He dodged it and fired a chaos spear at her. She used a magic barrier to block it, smiling evilly.

"Chaos Spear!" she shouted, firing one enhanced with magic at Shadow, it hit him and sent him into the wall.

"You never stood a chance. Not against my power" she said, preparing to end it. Shadow got up and did a leg sweep, making her forelegs fly out from under her, her upper half hit the ground hard. Shadow then fired a Chaos Spear at her, causing her to shriek in pain before sliding across the ground.

The others soon entered the hollow, trying to make their way to Shadow. Countless Changelings attacked them, trying their best they managed to keep them at bay. However, one after another they were all subdued by the changelings.

Shadow dodged a Chaos Spear, firing one of his own. Chrysalis dodged it and growled at him before firing a more powerful Chaos Spear and hitting him, she quickly used her magic to pin him to the wall he collided with.

"You lose" she said before a band of magic went from his head to his feet, revealing Changer who was wearing a confident smirk.

"What!" Chrysalis asked in shock, not expecting a changeling to be there. Shadow came from behind her and grabbed the back of her head and slammed her to the ground. His body enveloped in a bright red aura, both inhibitor rings gone. He was about to hit her with everything.

"Chaos Blast!" he shouted, the energy exploding violently, crushing Chrysalis into the ground and tearing away at her. She screamed in agony, feeling every sting, burn and crush from the attack. It ended soon and Shadow landed, panting as the rings reappeared on his wrists.

Chrysalis stood up from the crater she was in and bucked Shadow into a wall. Spitting some blood out of her mouth.

"You got lucky" she said, the other heroes being brought in and caged up. Soon they all were in their own cage, unable to escape. Chrysalis began to soak in their awareness and care for one another as each awoke. Her wounds healing with each second that passed.

Twilight looked at Shadow, worried to death.

"Now that my wounds are healed, there is the matter of dealing with you" she said, using her magic to bring Changer in front of her. Tails and Fluttershy became worried, watching as he was held by Chrysalis.

"How dare you betray your queen you worm?" she asked, angered. Changer spat at her, "bite me bitch" he said. Chrysalis became infuriated and tossed him against a wall before shooting him with not one, not two, but 3 Chaos Spears. Changer fell to the ground, unconscious, and in bad shape.

Tails upon seeing this felt his anger rise, it kept climbing and climbing.

"You…you…monster…" he said through gritted teeth before he slapped the wrist watch on his arm. Upon doing that an armor began to encase his body. He held out his hand once it was done and two rings of the same material as his armor materialized on his wrist and spun around rapidly before he fired a blast of energy and blew his cage open. Chrysalis turned to him and saw the armor clad fox walk out, another set of two rings on his other wrist, he aimed his hands and blew all the other cages open before turning to Chrysalis.

"You and me scum! I'll show you true punishment!" he said, brimming with confidence and full of adrenaline.

* * *

Tails dons his armor, now standing as Turbo Tails (my DA is VGFanatic23, in my gallery is a pic of Turbo Tails) he prepares to throw down the gauntlet against Queen Chrysalis to take revenge for Changer. will he win? or will the Queen get the better of him?


	36. Turbo

Disclaimer: i own nothing except the fanfic, Stargazer, Starblazers, NightMare 6, Turbo Tails, and the super form concepts of the mane 6. MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Turbo

Turbo Tails stood there, staring Chrysalis down. Chrysalis growled at the armor-clad fox, anger seething from her gaze. Tails held out a hand and the four rings started to spin on his wrist, like the blades of a fan. Energy charging in them and his palm, climbing higher and higher before he launched a ball of energy with 4 other balls spiraling around it. Chrysalis made a barrier to block it but was shocked when the barrier shattered as the attack exploded, sending her reeling. Tails leapt toward her, aiming a punch. Chrysalis dodged it and rammed him in the side to push him away from her.

Fluttershy went over to Changer, concerned over the changeling. "Oh Changer" she said, making sure he was okay.

"Mama…" he said softly as he looked up at Fluttershy, she smiled softly at him. "Yes Changer, mommy is here" she said, kissing his cheek softly. Changer smiled weakly at her, happy she was there.

Chrysalis fired a Chaos Spear at Tails. He dodged the attack and fired one of his own from his palm at her. She hissed in pain from the hit before firing more Chaos Spears to try to hit him. Tails dodged them, having some close calls. As soon as he aimed to attack he was struck by a Chaos Spear, right in the face. The sight of smoke and the sound of metal and glass breaking could be heard. Tails waved the smoke away, his left eye now exposed since the blast shattered that part of his visor as well as crack and break off some parts of the armor above it.

The look in his eye was one of determination; he was dead set on ending the reign of terror that Chrysalis brought everywhere she went. He ran for her, firing a few attacks at the ground to kick up dirt and block her vision before coming in low and using the rings to rocket propel his uppercut to her jaw. She flew into the air from the hit and landed with a thud. Picking herself up and glaring at him.

"You are smart, very capable in a fight. Too bad that won't be enough!" she said, firing some magic bolts at him, managing to graze him a few times as he dodged them. She grinned when one hit him dead center in the chest, knocking him against the wall. Tails landed on one knee and stood up, firing some attacks at Chrysalis and hitting her too. Her grunts of pain audible as each attack hit her.

Sonic watched as his long time best friend, the one who was like a little brother to him, stood there in front of Chrysalis. A proud smiled appeared on his face; Tails was finally seeing what it meant to be a hero. To put yourself in harm's way to protect all that you love, that was heroism.

Chrysalis fired a pulse of magic at Tails, managing to knock him off balance long enough for her to ram him and pin him against the wall. "You maggots think you have a chance of beating me?" she asked, applying more pressure to Tails, the wall cracking from the amount of force applied. Tails grunted a bit, feeling her foreleg restraining the expansion of his chest.

"Well let me tell you something. You have no chance of beating me!" she shouted before tossing him aside and firing an enhanced Chaos Spear at him and scoring a direct hit. Tails could be heard, shouting in pain from the hit. He could be seen lying on his belly when the smoke from the suit finally faded. He slowly picked himself up, turning to face her, some of his front torso armor missing. The remainder chipped and cracked in some places. Some of his left shoulder was exposed too.

/damn. This thing is more brittle than I thought. Doesn't surprise me, since I never got to do any tolerance testing on it/ Tails thought as he began to charge another shot. Firing it straight at her, she dodged it of course.

"Sorry, you lose" she said, blasting him with a huge surge of magic and chaos energy. Parts of his suit came flying off as it began to fall apart. The helmet remained intact as the visor and mouth piece fell off, his whole face visible. His arms and legs were a little exposed as well as the front and back of his torso. His stance was shaky as he tried to pick himself up.

/damn…what do I do?/ he wondered as he stared her down. Trixie watched, feeling that thing in her chest intensify until she yelped in pain and clutched her chest.

"What on…earth?" she wondered. Twilight, Dash, Rarity, Fluttershy, and Applejack turned to her to see if she was alright, going closer. She felt it intensify when they got closer, until a bright light exploded out of her chest.

"What the hay?" Dash wondered, the light going straight to Trixie's neck and forming a necklace with a light blue star shaped gemstone on it.

"What in tarnation?" Applejack wondered, amazed by that.

"An element of Harmony?" Twilight asked in utter shock at this development. Trixie shook off her dizziness and noticed they were all staring at her.

"What? Is something on my face?" she asked. They all pointed at her neck and she looked down, seeing it clear as day. "What the?" she wondered.

"It's an element of harmony. But, I thought only 6 existed." Twilight said. Trixie smiled.

"My dear Twilight Sparkle, surely you've heard of Humility" she said. "True I am boastful at times, but I've learned something of Humility. To not boast my talents, and let others share the reward for the effort. And, I've also learned what it meant to have a friend. Like one such as you, Twilight Sparkle." She said. Twilight smiled at her, it made sense and she was proud to call Trixie a friend now.

"And I think I know what to do with our powers" she said, as she and the other girls got their elements out.

"Tails! Can that absorb power?" Twilight asked. Tails turned to her, "yeah it can why?" he asked. She smiled

"Then get ready, cuz here comes a big blast" she said. Chrysalis heard that and got angry, "oh no you won't!" she said before charging at them. Shadow intercepted her, kicking her to the side.

"I'll hold her off, you just focus on the plan" he said before going at Chrysalis.

Twilight nodded and soon began the process of conjuring the Harmonic Blast. The girls all began to float into the air, the magic surrounding them as their energy's began to merge and swell to form the attack. Tails readied his absorption mode, which were two nodes in the palms of his hands.

Shadow took a bolt to the arm before firing a chaos spear at Chrysalis, hitting her right between the eyes and gaining a shriek of pain from her. She charged and pinned Shadow against the wall, grinning wickedly as she used her magic to chain him to the wall. She then turned to the others, "oh no you don't!" she said before being rammed by something, skidding to a stop she turned to see Changer flying in front of her.

"Don't even think about hurting my mama!" he said before taking the form of a Minotaur and rushing at her. Picking her up and slamming her into the ground. She howled with pain before taking the form of a boa and slithering up his body and wrapping around him to constrict him. He managed to pry her off and toss her before taking the form of a griffon and diving at her. She took the form of a Manticore and stung him with her tail, he spiraled and crashed. Reverting to his original form.

"I give you life and this is how you repay me?" she asked as she reverted and walked up to him, placing a hoof on his neck to keep him pinned. "Well the irony in this is, I gave you life. Now I'll take it back!"

"Déjà vu" Shadow said, remembering how Black Doom said the same thing to him. He used what strength he still had to break free of his restraints. "Chaos Control!" he said, stopping time long enough to reach Chrysalis, whose hoof was in the air to deal a killing blow to the changeling beneath her. As soon as he exited it, he tackled the queen and jumped off before firing a Chaos Spear to keep her down for a bit longer. He then picked up Changer and got some distance, setting him down gently before turning to Chrysalis who was now standing.

"Wretched little pests!" she shouted, furious that she as a changeling queen couldn't best them.

The girls finally finished charging. "Harmonic Blast!" they all shouted, a more radiant rainbow being shot forth, heading right for Tails. He held out his arms and braced himself for the hit. The attack immediately was drawn to the nodes, and absorbed into the suit. Once it was all in Tails could feel it radiate every inch of him in the energy.

"Incredible" he said. The girls a little dazed from doing that. They smiled weakly at each other then at Tails.

"Make it count" Trixie said.

Tails nodded and got out the 4 rings, which segmented and reconnected into a single large ring. It began to spin until it radiated energy and was sparking like crazy. Tails held out his hands and began to charge the energy he had left, preparing to mix it with the Harmonic Blast he absorbed.

"What's he doing?" Twilight asked

"That's his Magnification Ring. Usually there are 4 that help intensify the strength of a smaller energy output. I've never seen this single large one before" Fluttershy said. They all turned to her, not too surprised she knew this.

Shadow saw Tails was in position, Chrysalis was too. "Now!" Shadow said.

"Eat this! Turbo Torrent!" Tails shouted before firing the energy. As soon as it hit the inner space of the ring it was instantly magnified to a level that all that was seen was a giant conical rainbow blast. Chrysalis turned just in time to see the blast make contact with its target, her. She screamed in pain as it tore her apart, piece by piece. Tails's armor fell apart, bits and pieces falling right off, since the amount of energy was too great for it.

/Impossible…I'm the queen…I can't lose…/ she thought as her skeleton was soon visible, and likewise destroyed.

When the attack finally ended, nothing remained of her, Chrysalis Queen of the Changelings was no more. Tails stood there with none of his armor on his body, a smile on his face. A smile that spelled relief in his mind, since it was over. He collapsed, but was caught by Fluttershy before hitting the ground. The red emerald fell next to Twilight, which she happily scooped up.

"How's Changer?" Tails asked weakly, seeing the little guy fly up to his side.

"I'm fine papa" he said with a smile. Tails smiled at him and finally drifted off into sleep, completely spent.

Shadow walked up to Twilight, she smiled at him. He smiled as well before the two embraced each other in a hug.

"Thank you so much Shadow" she said softly to him. Shining and Cadence both smiled at the sight of them.

"Anytime Twilight" Shadow said softly.

* * *

Chrysalis is no more, a 7th element has been discovered in Trixie no less. interesting stuff is going down now.


	37. Luna's Nightmare

i own nothing except the fanfic, Stargazer, Starblazers, the NightMare 6, the super form concepts of the Mane 6, the element of humility concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Luna's Nightmare

On a Train bound for Canterlot

Our heroes, after leaving the Hollow soon found a train to carry their tired bodies back to Canterlot. Night had fallen since then, most of them had fallen into slumber. Fluttershy was smiling softly as she shared a bed with Tails. Changer at the foot of the bed, fast asleep. Trixie was wide awake, looking out a window, the fact she was the Seventh Element of Harmony was still a surprise to her. Shadow was asleep beside Twilight, a smile on his face. Something rare even amongst friends.

Canterlot Palace

Luna was awake, having just finished raising the moon and stars. Looking at the beautiful night sky with a smile on her face. She turned to head back inside the palace and take care of her royal duties. Her stride peaceful and that of royalty, elegant and beautiful.

"Quite the masterpiece tonight" a voice said from behind her. She froze in her tracks and had a look of shock and anger on her face. Turning she saw none other than Stargazer standing there, looking at the sky before turning to her with that sick grin of his. She growled as her horn lit up with magic.

"What in the name of Tartarus are you doing here!" she demanded from him. He just chuckled, "why I'm visiting a friend" he said.

"I am no friend of yours!" she said, firing a magic bolt at him. He dodged it by jumping up, landing next to her and draping an arm on the back of her neck.

"With the way you act I'm surprised you have any friends" he whispered into her ear. She was frozen for that moment from the fact he was so close to her. Quickly snapping out of it she shook him off before firing another magic bolt at him. He side stepped it easily, still grinning.

"Did I hit a nerve?" he asked, the grin becoming a full smile.

"You little smartass!" she shouted before releasing a wave of magic that pushed him against a pillar and bound him to it.

"Oh Luna, you tease me so" he said. Luna's cheeks became a light red before she turned around and bucked him in the stomach as hard as she could. He grunted, coughing up blood from the force of the hit.

"You ruined my life, caused me to live in banishment for 1000 years, tried to take away my home. I'll make sure you rot in the deepest pit of Hell, tormented by the demons of Tartarus for eternity!" she said with full fury in her eyes.

"Oooh, you are dark. Just like a Nightmare" he said, adding emphasis to the word Nightmare. She was taken aback by that, her eyes open in shock.

"I-I am nothing like that!" she said, trying to regain composure.

"Oh but Luna, you are every bit of Nightmare Moon, just as she is every bit of you." He said with a confident smirk.

"You Lie!" she shouted at him.

"Come now, when have I ever lied to you?" he asked. That sent Luna over the edge, her horn glowed brightly as she began to unleash attack after attack. Orbs, bullets, bolts, blades, whips, you name it, she used it. Tears streaming down her face as she unleashed her fury upon him.

/wonderful…now kill this fool!/ a voice rang in her head, the voice that once was her own. She stopped. Stargazer lying in a pile of rubble, smiling still and badly beaten.

Luna was shocked to hear that voice, /What are you doing? Kill this bastard now!/ the voice rang out again. Nightmare Moon's voice. Luna's tears began to fall again, only out of fear, fear that her nightmare never truly ended that day. Stargazer stood up, grinning madly.

/if you won't, I will!/ the voice said, Luna's fur becoming black as her form became that of Nightmare Moon.

"Ah, there she is" he said before dodging one of her Nightmare Bolts.

"I'll kill you where you stand!" Nightmare said as she conjured a mighty spell and fired a large beam of starry energy, pulsing with her power. Stargazer's left arm was caught in it, since he didn't dodge quickly enough. A distant mountain was struck by the blast, dirt and rock being tossed up from the impact. Stargazer held his left shoulder, blood coming out of it quite steadily, since his arm was just obliterated.

"Aquarius" he said, moving his hand from his shoulder to where his other hand would be. A bright light being emitted before his arm reappeared. Nightmare growled at him, anger filling every fiber of her being.

"It certainly was nice to catch up after so long." Stargazer said. "But unfortunately, now is neither the time nor place for our final encounter." He said, covering himself in his shroud and vanishing into the night sky.

"Stargazer!" Nightmare screamed into the starry heavens before her form reverted to Luna and she collapsed onto the ground, completely exhausted.

The next day

The train came to a stop at the station, our heroes exited the train, taking a deep breath of the fresh Canterlot air.

"Finally back home" Shining Armor said. Cadence smiled happily, glad to be back. Fluttershy was standing next to Tails, happy he was alright.

"Fluttershy? Is that you?" came a rather macho voice.

"That voice" Fluttershy said before turning to where it came from. Standing a few feet away was none other than the minotaur Iron Will. "Iron Will!" she said happily before flying over to him and giving him a hug.

"I didn't know you would be in Canterlot." Fluttershy said as he returned the hug.

"well I'm on vacation for a while, so I figure why not Canterlot" he said. "and who is this?" he asked, referring to Tails.

"I'm Miles Tails Prower, but you can call me Tails" he said. Fluttershy looked at him and smiled. Iron will looked back and forth between her and Tails, a smile on his face.

"nice to meet you Tails, my name is Iron Will. It's great Fluttershy found a boyfriend like you" he said, jumping to conclusions. They both blushed madly, looking at Iron Will with shock on their faces. He just laughed, "I'm only teasing. Hey why don't you all fill me in on what's been going on lately. Cuz I've heard a lot of stuff during my time travelling and I'd just like to see if it's true." He said.

Tails nodded "it's a long story, so come with us, we'll walk and talk" he said. Iron Will nodded and joined up with the group to hear what has been happening lately.

One hour later, in front of Canterlot Palace

"so that's what's been going on" Iron Will said, a little overwhelmed by all this.

"yep" Sonic said. Twilight was looking off to the side, as if trying to make sure she was seeing something correctly.

"what's up?" Shadow asked her, she pointed her hoof at the downed and destroyed pillar.

"that Pillar…it's a pile of rubble and the area around it has been damaged as well." She said.

"what do you think happened?" Shadow asked.

"I'm not sure, we'll have to check with the princesses" she said before running off. The other's following suit. Fluttershy having stopped Iron Will.

"there's something I need to talk to you about" she said to him.

"Fluttershy?" Tails asked.

"go on ahead, I'll catch up" she said. Tails nodded and went ahead.

"What's up Fluttershy?" Iron Will asked.

"well you know how we told you about the NightMare 6 right?" she asked. Iron nodded. "well, I'm scared to encounter or face my evil self. Even though I know it will happen" she said. "I'm not sure I'm up to it." Iron Will knelt down to look her in the eyes a hand on the side of her neck.

"Fluttershy, don't doubt yourself. You taught me a lesson in assertiveness. That having to get physical to show you won't be pushed around isn't the answer. That standing up for yourself with words was a smarter choice. But there are those that words alone will never reach. These individuals will do anything to harm you and all you care about." He said

"I'm so scared though, when I was assertive…it was like I was a monster" she said.

"That was because it was being used on the people you cared for. But when used to protect those you care for, it's your greatest weapon. I know it won't be easy for you, but when the time comes free your spirit. Let your fears be pushed away, let your determination stand, let your anger out. Just…let it all go." He said. She looked at him and smiled, hugging him. He hugged her back, happy he was able to give her the talk she needed.

"thank you so much Iron Will" she said.

"You're welcome Fluttershy, now hurry to your friends. Keep this world safe" he said. she nodded and flew off to her friends. He smiled before turning and walking to find a place to eat.

Ponyville

Pinkie had finally recovered enough to leave the hospital, smiling at how it felt to be outside and walking. Espio was released as well, right by her side.

/Pinkie. You certainly are a unique individual/ he thought as she began to bounce with joy. She turned to him, the biggest smile plastered on her face.

"oh isn't this just awesome Espio?" she asked. "to be outside and healthy as a horse"

"you are a horse" he said.

"Pony" she corrected. He just chuckled at that, a small smile on his face.

"wooo…my tail is twitching" she said.

"something is gonna fall?" he asked. She nodded, looking up just in time to see a rocket heading for them. She dove and tackled Espio to get them both away from the rocket and the following explosion. Dirt was kicked up from the explosion, blocking view.

"You okay Espio?" she asked.

"Yeah, I'm fine" he said. They both stood and the dirt settled, enabling visibility. Shock was now on their faces as they stared at what just attacked them.

"That's quite a handy ability. I hope you don't mind if I take it for my own!" Metal Sonic said, his red eyes beaming with determination to copy data and add it to his own stockpile of power. Gilda grinning wickedly a little behind him.

* * *

Nightmare has resurfaced. Fluttershy is a little more confident. Metal Sonic wants the pinkie sense for his own. and i have nachos. all is good


	38. Luna's Torment

i own nothing except the fanfic, Stargazer, Starblazers, the NightMare 6, the super form concepts of the elements of harmony, the element of humility concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Luna's Torment

Espio glared at Metal Sonic and Gilda, shuriken already in hand ready to attack. Metal Sonic pointed his finger at Espio and fired a small laser, knocking the shuriken out of his hand. Espio shook his hand in pain, inhaling sharply through gritted teeth.

"Move aside" he said before charging toward him and grabbing him by the neck before tossing him aside. His gaze now rested on Pinkie Pie, she could swear a sick grin was on his cold metal expressionless face.

"Your ability to sense an even within the near future, I shall have it" he said, reaching out to grab her. She felt her pinkie sense go off just before the sound of something hitting Metal's hand was heard. A kunai knife was lodged in the back of his hand, some sparks of electricity crackling around the impact point. Metal pulled out the kunai and threw it to the ground before feeling himself being attacked from seemingly nothing. His legs were soon swept from beneath him and he hit the ground hard. Espio stood there, his camouflage fading.

"You won't lay a hand on her" he said. Metal stood quickly and punched Espio in the face, sending him into the wall of the hospital. Metal turned his cold gaze to Pinkie, starting toward her again. She felt her tail twitch and dove back. Metal was wondering why and soon had his answer in the form of a green croc dropping on top of him.

"What's up bolt brain?" Vector asked before picking him up and starting to swing him around like an Olympic hammer tosser. After a few spins he let go, launching the robot into and through a tree. Metal stood up and dusted himself off.

"Gilda! Hold them off! I need her data!" he said before going for Pinkie again. Gilda nodded and went toward Vector, tackling him. Charmy was up above, having been the one who air delivered the crocodile. He zoomed down quickly and managed to latch onto Metal's face, cutting off his sight and causing him to careen off course. Charmy looked behind him and saw a wall getting closer, jumping off Metal's face just in time to see the bot run face first into it. He chuckled to himself about having done a good job.

"Annoying little pest!" Metal said, managing to zap Charmy with a laser. The bee fell to the ground, groaning in pain and frustration.

Gilda was laughing as she used her ability to fly to her advantage. Diving in fast and hitting Vector before going back up and out of reach. Vector growled at her, racking his brain at how to best her. Just then an idea hit him, a move he used to help them get through the Starblazers at Slinky Spy's base.

"Bubble Bombs!" he shouted before opening his jaw and releasing multiple purple bubble gum bubbles at Gilda, they floated harmlessly around her and she just laughed.

"That's all you got?"

"Wait for it…" Vector said before a bubble exploded, sending her into another which then exploded. She was being tossed around like a ball in a pinball machine before the final one exploded and sent her to the ground.

"Red leader, read leader. Bogey is down, I say again bogey is down." He said with a grin.

Metal grabbed hold of Pinkie, his scanner doing its job and copying her data. Espio stood up and ran toward them, throwing several shuriken at Metal Sonic.

"Black Shield!" Metal said before that black prism surrounded him and Pinkie, preventing the shurikens from hitting him. Espio stopped short of the two of them, gritting his teeth in frustration.

"Dammit" he said under his breath, not knowing what to do to get through the shield. Next thing he knew he could hear a battle cry of sorts ring through the air, as if it was the answer to his dilemma. Pinkie's tail was twitching as this happened, Metal's scanner recording and copying it. Amy dropped in from above, striking the shield with her hammer, enough to break it. Metal was shocked by this, turning to face her before Cheese the chao latched onto his face, cutting off his sight and causing him to release Pinkie.

"Get off me!" he shouted, reaching up and grabbing the chao. He pulled him off and turned in time to see Amy's hammer just before it collided with the side of his head. He released Cheese as the impact sent him flying into a building and destroying the wall he went through.

"Oopsie…" Amy said when she realized she just took out a building's wall inadvertently. The other's sweat dropped at that.

Metal got up and made his way back to them, "you all just keep coming out of the damned woodwork" he said, holding out his hand and firing a laser that hit Amy. She groaned from the hit, colliding with a tree and falling down, her hammer landing beside her.

"I should take up pest control, I'm so good at squashing determinate vermin" he said with a laugh. "Now then, let's put this data to use. Integration System Initiate!" he said before his circuits and processors began to use the data they collected to make it his own. Laughing as he encased himself in a black shield to prevent interruption as he did this.

"Damn…" Espio said, knowing this was bad. Cream landed beside Pinkie, "are you alright?" she asked. Pinkie nodded, smiling at her.

Metal kept laughing as the integration got closer to completing the process. Just as it hit 99% his laughter stopped.

"What?...what is? That's…that's not possible…how…when the….whaaaaaaaa?" his concern seemed to turn to agony as he gripped his head before an explosion occurred, destroying the shield. Metal stood there, smoke coming from his eye panels, ears and some cracks in his head from the explosion.

"Data Expunged…" Metal said in some form of relief before falling to his knees. Gilda went over to him, concerned as to what happened. Pinkie then got an idea, she pulled out her party cannon and aimed it at them.

"Bye bye!" she said before firing it, the explosion sending Gilda and Metal flying a good distance away. Long beyond Ponyville that's for sure.

Canterlot Palace

"It's nice to see all of you again" Celestia said, glad they were all okay. "However, things haven't been good in your absence"

"What has happened?" Twilight asked.

"It's Luna. Seems something occurred in the dead of night, she's very troubled by it." she said, worry lacing her voice.

"it was Stargazer, he came here in the night." Luna said rather sleepily as she walked up beside her sister.

"Luna. Are you sure you're well enough to" she was cut off by Luna's hoof being raised.

"they must hear this, I must tell them. I must tell you" she said before putting her hoof down and turning to the others.

"Stargazer…he is the reason for Nightmare Moon. I indeed felt saddened by the citizens sleeping during my night and playing during Celestia's day. But that never once made me want to make night eternal. Until Stargazer appeared, he began to fill my head with lies…and like a fool…I believed them to be true."

"but why?" Twilight asked.

"he never drilled it into my head, he just offhandedly mentioned it, as if it were common knowledge or it shouldn't bother me. But it did, I let it get to me and soon jealousy overtook me and I became Nightmare Moon."

/oh come on! if you're gonna tell them the story of how I was born you should sound more happy. I am after all a blessing/ Nightmare said in Luna's head. Luna gritted her teeth.

/you are no blessing…monster/ she said back.

/oh please, stop trying to deny what you know to be true/ Nightmare said. Luna could picture that sick grin of hers in the back of her mind.

"Luna?" Celestia asked, noticing the unrest in her sister. Luna sighed sadly.

"even now the Nightmare plagues me." She said sadly before heading to her room.

"is there anything we can do?" Twilight asked after Luna had left.

"I wish there was, but this is something she must deal with on her own…all we can do is let her know we are here for her." Celestia said sadly.

That Night

Trixie was outside, taking in the cool night air through her nostrils. Her mind processing all that she has learned about what is going on.

"certainly in a quite a big mess" she said with a small chuckle to herself.

"my oh my, the element of humility. A seventh to Harmony. Why are you out here alone?" came the voice of Stargazer as he walked out in front of her. "don't you know it's dangerous?" he asked with a sick grin on his face. Trixie got into a defensive stance, glaring at him.

"feisty aren't we?" he asked from right beside her. Her eyes went wide, she could feel his arm draped over her, his face beside hers.

/how in Equestria is he that fast? I didn't even see him do anything…/ she thought, frozen in terror.

"Stargazer!" came Luna's voice, a bolt being fired at him which he dodged.

"ah Luna, always a pleasure" he said "too bad I can't stay and play" he said before vanishing again, his laugh echoing.

"damn him….damn him to the deepest pit of Tartarus!" Luna shouted, turning to Trixie.

"are you okay?" she asked. Trixie nodded.

"yes I'm fine, thank you" she said with a smile before they both headed back in.

Luna's Room

Luna tried to relax, and get some sleep now that her night sky was up. She tossed and turned on her bed, unable to get any sleep at all. Nightmare Moon's chimes weren't helping much either. On top of Stargazer popping in and out when he pleased, her heart and head were unsettled.

Luna looked at the full moon outside her window, tears escaping her eyes before sleep finally took over her.

With Metal Sonic and Gilda

Metal Sonic finally rebooted, his systems going again and his eye panels lighting up. "ah, finally awake?" Gilda asked.

Metal turned to her as he sat up, holding his head. "what happened?" she asked.

"the data…it was…random…it made no sense at all…it had too many conflictions and imperfections…it was illogical…it overloaded my systems and…boom" he said as he stood up. "where are we?"

"dunno" Gilda said, soon they both heard some type of chattering and decided to investigate. Once they reached the source it was surprising. Two changelings were standing beside a pod that was black as night.

"soon our queen will hatch, and we'll be able to resume our conquest" one said.

"though why is her pod black?" the other asked.

"true…one of the older changelings said when she was born her pod was a bright green color" one said.

"strange…but our queen Chrysalis will return soon, and all will be well" the other said before both flew off for some rest, as can be determined from their yawns.

Metal went up to the pod, as did Gilda. He placed a hand on it, perplexed.

"so they were saying that their Queen is gonna hatch out of this?" Gilda asked.

"judging by their context, it was a queen who died recently." Metal said.

"I heard that Changeling Queens can store who they are in a pod and upon dying they can be reborn and resume where they left off." Gilda said.

Inside the pod, a consciousness was beginning to awaken. Hearing a conversation outside, it focused on listening.

"well, it may not be luxury but we should bunk here and head out in the morning." Gilda said. Metal nodded.

"I must get more data. Twilight Sparkle…that unicorn seems of interest. It'll be difficult, since Shadow is around her all the time" he said.

The consciousness responded to those names, something of a hatred boiling from that as the pod began to twitch and pulse before bursting open. A dark cloud surrounding it, Metal and Gilda. Soon it began to swirl slowly before settling just above the ground. Metal and Gilda after having recovered from the surprise of it hatching looked toward it. A dark shadow standing there, unmoving.

Upon closer inspection Metal could see something, it looked just like Shadow. Only difference was, what was red on Shadow was a grayish blue on this creature. It's muzzle was sickly gray pale, lacking an orifice. It's eyes opened, revealing green with slit pupils.

"what the heck?" Metal wondered. The creature looked toward them and began to step toward them, it's pace sluggish and dragged. As if it was unsure how to walk, it's arms and head hung down. It stopped in front of them.

"who are you?" Metal asked, prepared to fight.

"I…don't…know" the creature said, it's voice masculine and dark. "you…said something…about Shadow and Twilight…" it said.

"yes, I did" Metal said.

"those names…trigger images…it angers me…" it said. "I wish to help…" it said

"fine, just don't drag me down" Metal said.

"now what to call you. How about Mephiles? It means Darkness in Griffon." Gilda said.

"Mephiles the Dark…" the creature said, seemingly excited.

"nice ring to it. welcome to the team Mephiles. I'm Gilda and that's Metal Sonic" she said.

"A pleasure, indeed" Mephiles said.

* * *

*gasp* plot twist! Mephiles has joined Metal Sonic and Gilda. and to explain, his hatred for Shadow is because he was a factor in Chrysalis's death. that's right he's her reincarnation and he remembers faintly his final moments as Chrysalis. that also explains the hatred for Twilight.  
this mephiles is completely different from the 06 mephiles. since that mephiles doesn't exist anymore. this mephiles is one that isn't half of a god, he's just Chrysalis's reincarnation. since Shadow was the freshest in her mind when she died, her hate and ability to change caused her reincarnation to look like him.  
also the green eyes are like hers, so yay for helpful coincidence.


	39. Stargazer Attacks

i own nothing except the fanfic, Stargazer, Starblazers, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Stargazer Attacks

Clarity, Flutterdie, Midnight; these are the names of all that's left of the NightMare 6. Invert, Sour, and Slinky all have been defeated. The three remnants made their way to where Discord was, since he claimed it was something good.

"Wonder what it is the old man has for us?" Clarity wondered out loud.

"Probably a new type of cloud that rains soda" Flutterdie responded

"Be reasonable" Midnight said "it'd be coffee, not soda" she said as they approached him.

"Ah girls, lovely to see you" he said with a big grin. "I'd like you to meet-"

"Please, Trixie can introduce herself" a female voice said, interrupting him. He stepped aside, revealing an exact look alike of Trixie. No real difference between her and the element of Humility, other than the element each bore. Though if you wanted to split hairs, this one had a darker coat and her hat and cape were black. Otherwise it was an exact duplicate, like a twin.

"The Great and Powerful Trixie at your service" she boasted pride fully. Her expression smug and arrogant.

"So wait…what's the difference?" Midnight asked.

"Glad you asked, see this Trixie is the element of Boastfulness. Meaning she'd rather take all the glory for herself. Unlike the one with our friends at the castle." He said.

"This one is definitely unique. Seems she's just the embodiment of the darkness that lies within Trixie's heart" Clarity said, her power being demonstrated.

"Trixie would ask that you not peer into her heart anymore!" she said angrily. Clarity just scoffed at how rude this one was.

"That and she talks in the 3rd person" Discord said before being bucked in the shin by the darker Trixie. "Ow!" he said clutching his leg and hopping up and down on his good one.

"Enough" came a stern voice. Stargazer's voice, "come you 5, we're heading for Canterlot" he said. Discord looked at him as if he was nuts.

"Are you sure?" he asked

"Positive, time to strike this hot iron" he said before opening a portal straight to the palace.

Discord and the others looked at him for a moment before jumping through. Stargazer grinned as he followed. The six of them dropping into the castle courtyard.

"Wreak havoc my faithful servants" he said before dozens upon dozens of Starblazers formed with the uplifting of his arms. They all began to run around, causing destruction and havoc.

"I guess I'll get busy too" Discord said before he began to shift and twist the world to his liking. "This emerald…it's amazing" he said, having learned to tap into its power during the time he had it.

"Find your counterparts. Kill them" Stargazer said, the four ponies nodded and began to head out to locate their opposites.

Inside the palace

Everyone could feel the chaos occurring outside, it made the ground shake and wind howl. Celestia was shocked when she felt Discord's presence, going out to try to locate him and confirm she wasn't crazy she bumped into something just outside her door. Looking up she saw what she sought.

"Discord…" she said, rather surprised.

"Hello Celestia. It's been a while" he said with an evil grin.

With Luna

Luna felt a presence, one that made her blood boil. "Stargazer" the name rolled off her tongue with such venom before she got up and barged out of her room and toward Stargazer. Flying outside she saw the Starblazers and twisted world.

"What in the moon?" she wondered in confusion.

"How's my favorite mare doing?" Stargazer asked, right beside her. She turned to him with rage coming off her in waves. Stargazer just smiled.

With our heroes

The Starblazers began to flood the castle, now numbering in the hundreds. Silver used his psychokinesis to toss them into one another. Marine used her power fist gloves to plow through them. Blaze just incinerated any of them that were in her sights.

"Talk about exciting!" Knuckles said as he charged up his power and used Heat Knuckle to take out huge chunks of the seemingly endless army. Applejack bucked any that got two close and used her lasso to trip up others.

"yee-haw!" she said excitedly as she bucked another one into the ceiling.

Sonic used his spin dash and bounce attack to avoid and dispose of dozens of the creatures. Rainbow Dash used her flying and speed to avoid and attack, a blitzkrieg style really.

Tails was using his halfway restored armor to fight; all that was missing was the left arm, chest piece, helmet and right leg. He fired shot after shot at the Starblazers. Tearing down their numbers. Fluttershy just stayed in flight above him to make sure she didn't get hurt, and to be his overwatch. Just as she had done when Trixie stormed Ponyville. Changer took the form of a Starblazer to mix in with the crowd and then sneak attack them when they didn't expect it.

Big was using a spike ball on the end of his line as a wrecking ball. Taking out many in a single swing. Rarity was near him, making sure his back was covered. Rouge was flying above tossing bombs down to blast the creatures to smithereens.

Omega was using his gatling guns to mow down the Starblazers with incredible accuracy and effectiveness. Trixie was using her illusionary magic to trick the creatures before launching surprise attacks to destroy their numbers.

Shadow was using his Chaos Spear to blast them by the dozen. Twilight was using her magic, and some Chaos Spears. A couple of which she tried infusing with magic, which was partially successful.

The heroes fought on, but the Starblazers kept coming and soon their numbers began to overwhelm.

"what the hay do we do now?" Dash asked, kicking one away before flying back. Omega was starting to run low on bullets and began to use his flamethrower and rockets, but neither seemed to help. Everyone was becoming exhausted and it seemed nothing could stop this.

"keep me covered. I have to write a letter to Pinkie and the others in ponyville" Twilight said.

"why?" Shadow asked, not sure what she was getting at.

"it's a long shot, but we need their help. And knowing Pinkie, she'll find a way to get her ASAP" Twilight said.

"You heard the lady! Keep these bastards from overrunning the castle as best you can!" he said before diving in the crowd and using Chaos Blast.

Twilight soon found a parchment and quill. She began to write, glad there was some ink nearby.

With Celestia

Celestia was tied up, and strung against her own bedroom wall by taffy. "Discord! You won't get away with this!" she shouted at him, as it was the only thing she really could do. Especially with his power gumming up her magic.

"oh hush Celestia. Soon this castle will fall and there'll be plenty of changes around here." He said, holding his Blue Emerald and gazing at it. Celestia knew that what he held was a Chaos Emerald and knew this was bad. Doing her best to concentrate her magic, trying to cast a spell.

With Luna

Stargazer dodged every shot she fired at him, laughing as he did so. Luna just growled before charging after him, only to watch him pivot toward her and punch her right in the jaw. She winced in pain from the blow, turning to him with a hoof on her cheek. She tackled him and began to dive to the ground, slamming him hard into the stone ground below. An imprint of Stargazer now in the ground where she slammed him. He grunted before throwing her off of him and standing up. He held both hands in front of him, fists clenched and together. He then slowly separated them, making a bow of light appear in front of him. He took hold of it and strung it, making an arrow of light appear.

"Sagittarius Shot!" he said before firing the arrow. Luna did her best to dodge, feeling the arrow graze her hind leg just below her cutie mark. She could feel the sting of the wound and the warmth of the blood that came from it. She growled and glared at him, he just stood there smiling.

With our heroes

"Twilight! you done yet?" Shadow asked, the Starblazers were beginning to overwhelm them even more, their efforts to slow them down beginning to fail.

"almost! I need more time!" she shouted back.

/my dearest student can you hear me?/ Celestias voice said within Twilight's head.

"Princess?" she asked.

/with your mind Twilight, speak with it. I'm using a Telepathy spell and it's hard to keep it…./ she became silent.

/keep it what?/ Twilight asked

/Stable…I must be quick. Discord is back, he has an emerald and has me restrained./

/oh no…and I need to send this letter to Ponyville/ Twilight thought

/just focus on using your magic to send it there, think of the recipient and cast the spell…I have faith…/ Celestia fell silent again. "damn…that's all I got…" she said to herself.

Twilight just looked at the letter and did as her Teacher said, focusing on it after rolling it up. She began to think of Pinkie Pie and cast the spell. The letter vanished in a flash of magic. "I sure hope that worked" she said before realizing the sounds of fighting had stopped. She turned and saw that everyone was panting and trying to recover, except for Shadow. He seemed alright with his level of power.

"what happened?" she asked when she walked over to him.

"they stopped advancing" Shadow said before the Starblazers parted down the middle. There at the other end were 4 silhouettes. They began to march down the path, getting closer. Twilight was soon shocked by what she saw. The last of NightMare 6, plus Trixie?

"what in Equestria?" Trixie wondered in disbelief as she stared at her darker self.

"The Great and Powerful Trixie is here to send you straight to tartarus you fake!" the darker one proclaimed. Trixie growled at her.

"you can try!" she said before the darker Trixie teleported in front of her and bucked her, sending her flying into a wall. Midnight looked at Twilight, a sick grin on her face. Flutterdie flew into the air and dove straight for Fluttershy. Clarity just smiled and watched these events unfold.

Midnight turned her gaze to Shadow, "you'll be a problem" she said before using a spell to teleport him outside.

"Shadow!" Twilight shouted before Midnight used her magic to ensure he wouldn't interfere by locking all the entrances and using a spell to reinforce them.

"I'm your focus Twilight, let's see if you have what it takes to stop me" Midnight said with a smile on her face. Twilight growled at her.

"such a feeble thing" Flutterdie said just short of Fluttershy. Fluttershy was frozen in fear, staring at her NightMare counterpart. A blast of energy hit Flutterdie in the side, causing her to yelp and turn to Tails.

"pest!" she shouted before going straight after him, grabbing his arm and tossing him onto his back before stomping on his unprotected chest. Tails groaned in pain before being tossed up and being smacked around like a rag doll.

"no…Tails…" Fluttershy said hopelessly, not knowing what to do.

Flashback:

"When those you care for are in danger of no longer being there, wouldn't you rather fight? To save them? There are those who will not listen to words, but to actions. Show them you won't take it lying down. Just let it all go" Iron Will said to her.

End Flashback.

Fluttershy, looked at Flutterdie as she held a beaten Tails. Her anger rose in her chest, soon boiling over in a loud war cry. Flutterdie dropped Tails and looked at Fluttershy, her element present. Her wings now covered by two butterfly wings made of magic. Her hair flowed as if it burned with intense power. Her eyes changed from their usual teal to a fierce red. What stood there was now Fierce Fluttershy.

"finally, something interesting" Flutterdie said before noticing Fluttershy was now flying in front of her, and soon after said realization Flutterdie was slugged in the face. The blow was hard enough to crack a bone, and sent her flying into the ground which she skidded across until hitting a wall.

"the most dangerous flower is the one that's more radiant" Fluttershy said, her gaze intense. Flutterdie picked herself up before turning to her and growling before her element, which resembled a moth appeared on her. Her hair became ice like, and her wings were shrouded in energy that shaped into moth wings. Her eyes were now a pure icy blue as she glared at Fluttershy.

"think you're the only one who can access your elements true power?" she questioned before flying at her and ramming her. Soon slamming into a wall and pinning her against it. Fluttershy groaned from the hit, looking at Flutterdie before angling her hind legs and managing to kick her off before firing multiple butterflies made of energy at her. Flutterdie laughed and swatted one aside, but was surprised when it exploded and sent a shock up her arm. Making it go numb and unusable. She then turned and was shocked to see so many there. Fluttershy pointed her hoof at Flutterdie and the butterflies began to fly toward her. She panicked and flew off, trying to avoid contact with the butterflies. She did a quick U-turn and flew above them and toward Fluttershy. Fluttershy grinned before flying toward her, as soon as she was close she did a 180 and bucked Flutterdie right into the swarm. Soon electricity crackled loudly as each butterfly exploded and filled Flutterdie with their paralyzing shocks.

Flutterdie's wings evaporated and she fell to the ground. "how…" she wondered out loud as the electricity kept crackling softly along her body. Soon she could see her hoof beginning to fade and she knew it was over.

"damn you…" she whispered softly as she completely faded away, nothing remaining. Fluttershy landed and powered down back to her normal self before collapsing, spent of energy. Tails crawled over to her, smiling softly before he too lost consciousness. His head beside hers as he lay there next to her.

* * *

Stargazer has made his move. Flutterdie has fallen. Celestia is trapped. Did Twilight's letter make it? and will Pinkie make it in time if she did receive it? you'll just have to wait and see.


	40. The Darkness in Your Heart

i own nothing except the fanfic, Stargazer, Starblazers, Red Giant, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

The Darkness in Your Heart

Trixie held a defensive spell up, managing to withstand her darker self's attacks. That is until she hit the shield with a lot of magic, causing it to break. Trixie fell to the ground with a yelp, looking at her darker self with gritted teeth.

"The Great and Powerful Trixie knows no equal, even if they are another Trixie" she said with a smirk. Trixie glared at her and shot a magic bolt, nailing her in the face. Her darker self stumbled back, "you little welp!" she shouted before using a spell to knock her into the air.

Trixie dodged a magic bolt as it flew toward her before landing. She charged at her darker self, quickly doing a 180 before bucking her in the jaw. She turned and saw her fall to the ground from the hit.

"You underestimate me" Trixie said, her darker self just laughed.

"Please, you're the one who's at a loss here" she said as she stood again. They both glared at one another before charging toward each other.

With Shadow

"Chaos Spear!" he shouted as he fired the projectile, only to see it proven ineffective for the umpteenth time. "Damn…how do I get in?" he wondered before the ground shook a bit along with a loud crash. He turned toward the source and saw Luna on the ground, apparently in pain. Looking up he saw Stargazer, descending and landing near Luna.

"Poor Luna, never could amount to anything. Unlike her big sister." He said with a grin.

"Shut up!" she howled in rage before hearing a boom and Stargazer shouting in pain. Reaching his hands up to hold his face. She blinked and turned to the source, it was Shadow. He had fired a Chaos Spear that nailed Stargazer in the face.

"We have some unfinished business" Shadow said. Stargazer turned to him, growling in frustration as he drew his bow of light.

"Sagittarius Shot!" he said before letting the arrow fly. Shadow dodged it and fired a Chaos Spear at the ground to cut off Stargazer's line of sight. Quickly, Shadow got behind Stargazer and did a leg sweep to trip him. Stargazer fell flat on his face, growling as he quickly got up and turned to Shadow. Kicking him hard in the side, he watched as Shadow flew into a stone pillar.

"Chaos Boost!" Shadow shouted, becoming enveloped in a red aura and causing the rubble to scatter. "Level one! Two! Three!" he called out, the aura getting more intense as he intensified the amount of a boost it granted. Stargazer just smiled, feeling a rush of adrenaline course through him when he felt the power emanating from Shadow.

"Marvelous" he said before Shadow blipped in front of him and punched him hard in the stomach. Stargazer felt his feet leave the ground, now being held by Shadow's fist. Shadow then removed his fist, causing Stargazer to begin to land on his knees. Just before his knees hit the ground Shadow kicked him in the side, sending him flying to the right. He then blipped and knocked him into the air, continuing to blip and strike. Stargazer flew around like a pinball hitting the bumpers in the machine. Shadow blipped once more and began his Chaos Attack, unleashing a flurry of punches and kicks before slamming Stargazer toward the ground. Which now had a crater with him in the center of it when he hit. Shadow landed near the crater, looking at Stargazer with an intense gaze.

"Shadow…that was incredible" Luna said with a happy smile.

"Get up Stargazer! I know you aren't hurt after that" Shadow said, earning a huff from Stargazer before he jumped out of the crater.

"But…how?" Luna wondered, not seeing any visible scratches on him.

"My power of the Zodiac Celestial Artes" Stargazer said.

"I was wondering why it felt like I was hitting a wall" Shadow said, seeing the silhouette of a crab surrounding Stargazer.

"Yes, the power of Cancer shields my body from any damage" Stargazer said with a smile.

"Dammit…" Luna said through gritted teeth.

/of course…/ Nightmare's voice echoed in her head, which she decided to ignore.

Shadow just glared at Stargazer. "Taurus Charge!" Stargazer shouted before rushing forward at an incredible speed, the silhouette of Taurus around him as he slammed into Shadow with incredible force.

"Pisces Pull!" he shouted as he held his hand out in the direction Shadow was in. Just as the Pisces fish continually encircle one another, as if there was magnetism between them, it allowed him to cause Shadow to begin coming toward him easy. As soon as he got close he felt Stargazer's fist make contact with his face and then he felt the ground as he was slammed into it.

"Understand it yet? You have no chance against me" Stargazer said with a confident smile. Shadow, growled as he began to stand up before feeling a kick to his stomach which made him fall back down. Luna watched and decided it was time to act; she stood and rushed at Stargazer, tackling him.

"My oh my. Aren't you rushing things?" Stargazer teased before feeling a magic bolt strike him right in the mouth.

"Silence!" she shouted before being kicked off. Shadow got up and moved back a bit, so as to think of his next move and not get in Luna's way.

/it's a long shot…but it's worth it/ Shadow thought before holding his hand toward the sky, seeming to concentrate and focus intensely. His green emerald glowing brightly as clouds began to gather overhead.

With Trixie

Trixie tried an illusionary spell, going around to the back of her darker self. Before she could attack she was immediately hit by a bolt of magic.

"Nice try, but Trixie sees through all your illusions. She is you after all" she said with a grin.

Trixie refused to believe that, she couldn't possibly know it all. With a smirk she tried another illusion, only to witness her darker self triumph over it again. She kept trying and failing repeatedly.

"You really are getting on Trixie's nerves!" she shouted before using a magic pulse to send her flying into the wall. Trixie landed on the ground with a thud, standing up slowly.

/she says she's me…but how is it possible? There's only one…right?/ she thought.

Trixie was starting to wonder what to do, she couldn't use her illusions. Her darker self knew each one and how to counter it effectively. She was in a corner bruised, beaten, and out of ideas.

"Any last words? Before the Great and Powerful Trixie ends you?" she asked, conjuring a strong spell.

"Just a few" Trixie said, not knowing where she was even going with this, "it's okay" she said. Her darker self immediately stopped conjuring. The magic settling as she stared at the element of humility.

"What did you say?" she asked.

"It's okay. I know why you are so angry. You are my darkness, and I've pushed you aside like the plague. Instead of embracing you as a part of myself. And I'm sorry" she said. Her darker self felt tears roll down her cheeks.

"That is all Trixie wanted…" she said softly as she embraced her lighter self and faded away, becoming one with her. Trixie felt something occur when that happened. Her element appeared as did her old cape and hat. Only they looked more marvelous, and the power she felt was incredible.

"Seems I've got a power like the other girls and their elements. I think a fitting name for this power is Great and Powerful" she said with a smile.

With Twilight

Twilight and Midnight seemed to be evenly matched as the fight began. Both trading blow for blow and spell for spell as they pitted their wits against the other.

Twilight fired a magic pulse, followed by a bolt. Midnight was knocked off balance by the pulse and felt the bolt hit her shoulder before she fell onto the ground. She growled as she stood and conjured a magic tendril, grabbing Twilight and lifting her up high before slamming her into the ground one, two, three times.

Twilight groaned as she stood back up, a little shakily since her head was spinning a bit. "Chaos Spear!" she shouted, releasing a chaos spear at Midnight.

"Chaos Spear!" Midnight said firing her own, but this was enhanced with her magic and tore right through Twilights before striking her and sending her against the wall behind her.

"you think I haven't been studying the emerald in Discord's possession? If anything I'd say I've got the mastery over magic and Chaos. So you're fresh out of luck Twilight" Midnight said with a confident expression on her face.

"Starblazers! Kill the rest!" Midnight ordered, the Starblazers immediately began to pile on top of one another. Their bodies melding and soon forming a single one that turned a bright red. It had a long tail, a muscular body, 4 arms, and black eyes. Still having the starry cosmic appearance of a Starblazer for its skin. It stood tall, at least 10 feet tall.

"a Red Giant. Very fitting" Clarity said before the beast roared and immediately began to move toward the others.

"not good" Silver said before picking up some rubble with his mind and throwing them at the giant, doing his best to hit the head. Miss, miss, miss, Silver began to panic as he was running low on ammo and it was getting closer and closer. Then finally he hit it square in the left eye, causing the beast to howl in pain and stop moving.

Knuckles immediately rushed forward and slammed his fists into the ground, causing the earth to shift under the beast's legs. This caused it to fall flat on its back with a loud boom.

With Luna and Shadow

The clouds were overhead and crackling with energy, Shadow then removed his inhibitor rings and charged more of his energy up before moving it all into his hand. Including the power of his Chaos Boost. He fired the amalgam of energy into the clouds, watching as the energy crackled more brightly and fiercely at the center.

Luna had seen what he was up to, and did her best to distract Stargazer. He never noticed, and kept fighting Luna. He began to get the upper hand, knocking her off balance before grabbing her neck and slamming her into the ground.

"Too bad Luna. You never had a chance against me. Just like always" he gloated, she just growled at him before using a magic pulse to get him off of her. She then rammed him to where he'd be in the line of fire for Shadow's attack. Once there she then cast an Arcane Spell of Binding on him, which worked to hold him down.

He struggled and struggled, unable to break the restraints. He then looked up, stopping his struggling. What he saw sent a chill down his spine, he could feel the energy up in that dark cloud and knew it was going to hit him. "What the hell?" he shouted before becoming frantic with his attempts to get free.

"no escape. Chaos Judgement!" Shadow shouted as he swung his hand down, the energy left the cloud as fast as a lightning strike. It was large, much larger than what Trixie had been on the receiving end of the first time he used it. it struck the ground with incredible ferocity. The earth shook, as Stargazer wailed in pure agony.

The clouds dissipated and the energy settled, a huge crater was now in the place of Stargazer. Shadow was on his hands and knees panting heavily.

"at least…I can…hold myself…up…" Shadow said between pants. Luna was amazed and shocked at how destructive that move was, and yet how it was so easily contained in a small area of effect. She approached the crater and looked in, gasping at the sight.

There lay Stargazer, well, half of him that is. Everything from the waist down was gone, and he was in a pool of his own blood. Luna cursed herself internally, for not placing his whole body directly under the attack, instead it was just half of him that received the full extent of it. she descended into the crater toward him. She heard a groan and was even more surprised, he was still alive.

/kill him! Kill him now!/ Nightmare screamed in her head.

/no…I want him to suffer/ Luna replied.

/you damned fool! You'll never get an opportunity like this again! Kill him and do it now!/ Nightmare demanded.

/I do not listen to you, you are not me. Therefore I do not care what you say, I will handle this myself/ Luna said.

/fine! Don't come crying to me later!/ Nightmare said.

"Stargazer. What a pitiful sight you are. You caused me so much suffering, and it's quite nice to see you wallow in agony for once" she said with a smile. That smile faded when she heard him laugh weakly.

"don't get used to it" he said, "Aquarius!" he shouted, before his body was enveloped in a light. When it faded he was fully restored. Luna looked at him in shock.

/Nightmare was right…/ she thought before Stargazer punched her out of the crater.

"too bad I can't stick around" he said as he jumped out, seeming to be exhausted. "but I'm much too drained. Next time however, you will not walk away with your lives" he said before opening a portal and disappearing through it.

Shadow just watched as he left before collapsing, "damn him…" he said in frustration.

With Twilight

Twilight and Midnight kept fighting, neither side seeming to back down. Twilight fired many spells and used almost as many defensive spells to protect herself, the same as Midnight. They were at a standstill.

The Red Giant having managed to get back onto its feet began to move closer again. This time however, it proved near impossible to stop it. whenever Silver or the others fired a projectile it covered its face or swatted the projectile. Same with frontal attacks, it would swat away or lift and throw the attacker.

"what the heck are we gonna do?" Silver wondered before a loud crash filled the air, followed by a loud boom. The beast seemed to get hit by whatever made that sound, since it flew into the wall to its left. Silver and the others turned and saw something that made them all smile.

Standing there in the hole in the wall, was none other than Espio, Vector, Charmy, Amy, Cream, and Pinkie Pie. She was leaning on her party cannon, which was smoking from having been fired. In one hoof she held a parchment.

"got your party invite Twilight! Hope I'm not too late!" she said with a smile.

* * *

Trixie has gained her Elemental Super Form, Great and Powerful Trixie. by coming to terms with who she is and what's a part of her. Twilight and Midnight remain locked in combat. Stargazer has flown the coop. and Pinkie Pie has arrived, but how did she get there so fast? you'll just have to stay tuned and find out next chapter.


	41. Discord's Seven Trials

i own nothing except the fanfic, Stargazer, Starblazers, Red Giant, White Dwarf, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Discord's Seven Trials

"Pinkie!" Twilight called out with a happy expression. Pinkie just waved, smiling at her friend before turning back to the Red Giant that was standing back up.

"Big fella aren't ya?" she asked, "Time for Cannon Barrage Alpha" she said. Vector, Charmy, Espio, Amy and Cream all climbed into the party cannon. Pinkie smiled as she fired it, sending her 5 friends at the beast. Charmy used his momentum to fly around it and keep its attention on him as he stung it repeatedly. Cream and Cheese kicked it where its throat would be, before flying back. Amy used her hammer to smack the creature off the ground as Espio began to bombard it with shuriken. Vector pulled back his arm and slugged the beast in the jaw, and then with his other hand he grabbed hold and spun to the back of the beast. He latched on with both hands and pulled the beast down, slamming it hard into the ground. The earth shook from the impact as the beast roared and released a pulse of energy, blowing them away.

"Whoa…tough too" Pinkie said. "May need the big guns…" she said before her element appeared and she began to focus. It was cut short when a blast of magic hit the beast.

"Huh?" she wondered as she watched it stumble. It was Trixie, in her super form Great and Powerful.

"I won't let you threaten my friends, beast" Trixie said as she conjured another spell. The beast stood and roared again before lunging after her, Trixie jumped above and used her attack to knock the beast into the ground as she soared over it. The Red Giant began to crack and break as a bright light emerged through its body. Soon it shattered, revealing a petite creature that glowed a white color. A White Dwarf it is, and the grin it wore on its childlike face was chilling. It laughed before moving so fast that even Sonic lost track of it for a second.

/it's so fast…/ he thought as he watched it strike Trixie from above. Trixie groaned as she hit the ground, looking up to glare at the creature which to her surprise wasn't there. Her eyes widened in shock as she slowly turned her gaze to the right, there beside her grinning ear to ear with those pitch black teeth was the White Dwarf. Before she could react it kicked her and sent her through a wall. Even the dirt around the White Dwarf was kicked up from the force of this kick.

"Oh Sugar Honey Iced Tea" Pinkie said in shock as she watched that spectacle. She then touched her element that was still on her neck and focused on it. Soon her fur turned white and her mane a bright golden yellow. "Surprise!" she shouted with glee before flying toward the Dwarf.

The Dwarf turned toward the sound of something shouting Surprise, its eyes a pure black with a white ring for an iris. Soul piercing would be the best description for these eyes. It then chuckled as she got closer.

"Have some balloons!" she shouted and she dispersed her balloon bombs around it. It immediately launched itself toward her, moving so fast that when it finally appeared in front of her the explosions of the balloons it touched could be heard just starting to go off. Pinkie gazed at this thing in utter shock. It smiled before swatting her and watching as she went through a wall. It then felt something hit its back, a magic bolt fired by Trixie.

"Forget me?" she asked, the Dwarf turned and grinned. Childlike laughter coming from it, the laughter sent chills down her spine. It was that creepy, especially from this thing. Pinkie shook some pieces of wall off of her as she stood back up.

"This thing is strong, wonder how we can beat it…" she thought for a moment before getting an idea. "Hate to put them in danger. But this seems the best route to take" she said before going back into the fray.

"Trixie! I have an idea!" she said before seeing Trixie doing her best to hit the creature and avoid its attacks. Both of which were unsuccessful. The White Dwarf grabbed her by the horn and spun her around before throwing her onto the ground.

"Are you alright?" Pinkie asked with worry as she watched Trixie stand up. "Yes I'm fine…what's this idea?" Trixie asked.

"Your power and mine, all in my super party cannon and we blast this thing with that" she said. Trixie pondered for a moment and smiled.

"Worth a shot. But what will we do to keep that thing at bay?" Trixie asked.

"We got this" Vector said as he, Espio, Amy, Cream, and Charmy lined up and rushed the Dwarf.

"Espio…please be careful…" Pinkie said softly before getting out her super party cannon. Her and Trixie began to focus on it, filling it with their super form power.

Vector threw a punch only to hit nothing but air and feel a knee to his gut. Espio used his camouflage to disappear from sight. Amy felt like she was playing Whack-A-Mole, since she kept swinging her hammer and couldn't hit a single thing. Charmy and Cream were trying their best to avoid getting hurt and to try to help the others, which proved very difficult against something that fast and strong.

When the opportunity presented itself, Espio tossed a Kunai with an explosive tag at the creature. The kunai struck it in the left knee and exploded. When the smoke cleared the White Dwarf was missing its entire left leg. Espio smirked, moving to another location while still camouflaged. The creature howled in pain before its eyes immediately locked onto Espio. It regrew its missing limb before darting toward him, tackling him hard into the ground. So hard it left an imprint. Espio was both in shock and pain from the fact it had seen and attacked him. It then got a sick grin on its face as it lifted him up by the throat and punched him square in the kidney.

Again and again and again, its fist made contact with Espio's kidney to the point he coughed up blood. The White Dwarf then released Espio and did a round house kick to his stomach halfway through his decent. Espio felt the blood escape his lips as it flew out before feeling himself go through a wall and land on the ground on the other side.

"Espio!" Pinkie called out, worried to death about him now. "Keep charging it, I'm gonna get this thing in the line of fire" she said before rushing out there to fight it. Trixie nodded, continuing to charge it.

The White Dwarf turned to her and smiled before vanishing. "Huh?" Pinkie wondered when it vanished as she came to a stop to find it. It appeared behind her and wrapped its arms around her forelegs, holding them to her sides as it tried to squeeze the life out of her. A small squeak sound came from Pinkie when it did that.

"Ah! Man touch!" she said before managing to curl her foreleg enough to jab it in the kidney. She then got enough swivel in her shoulder to do just that, "Kidney Shot!" she said before nailing it in the kidney with her elbow, the grip loosened a bit.

"Kidney Shot! Kidney Shot! Kidney Shot! Kidney Shot!" she said each time she hit it in the kidney, each hit getting considerably stronger as its grip finally loosened enough for her to turn around and face it.

"Stomach Punch!" she shouted before slugging it right in the gut, lifting it off the ground a bit before letting it fall onto its knees in pain. She then rushed over to the cannon which was fully charged.

"Eat this!" she said before firing it, the blast of energy was incredible as it enveloped the White Dwarf. An ear piercing scream could be heard as the beam tore at the creature. When the energy faded Pinkie looked to see if it was still there, and to her horror it was. The White Dwarf stood there with smoke rising from its body.

It soon vanished and appeared behind her and Trixie, raising its arms to deliver the final blows since they both used up enough energy to revert to normal. To their surprise however the blow never came, the creature seemed frozen, the white of its body dulling until it turned brown. Once that happened it then crumbled into dust.

"Well that…was convenient" Trixie said. Pinkie then gasped before running to where she saw get tossed. She reached him, and he was still conscious.

"Espio…" she said softly before dropping beside him and beginning to cry.

"Pinkie…" Espio said softly as he felt her muzzle against his chest and her tears soak it. "It's okay. I'm alright…or at least I will be" he said. She wrapped her forelegs around him and held him in a tight hug as she cried both out of worry and relief.

With Twilight

Twilight and Midnight were still at their standstill. Both able to block, dodge and occasionally score a hit on the other. Midnight growled as she fired a Chaos Spear, which Twilight dodged before using Chaos Control. Midnight blinked and saw Twilight right in front of her, Twilight grinned as she latched onto Midnight before her body began to glow red.

"What the hell?" Midnight said in shock.

"Chaos Blast!" Twilight shouted, catching Midnight in a point blank Chaos Blast. Midnight howled in pain as it burned and tore at her body. This attack ended quickly though, since Twilight had never used it before. It still left quite a bit of damage to whatever was caught in it.

Midnight stood up, growling before losing consciousness and hitting the ground. Twilight sighed in relief before she began to charge an attack.

With Celestia

Celestia was a little worse for wear, she felt powerless, since she was still chained to that damned wall. She was wondering if her student and friends were all okay, all the sounds she heard earlier made her heart quiver in fear for her student and sister. Discord suddenly got up and had a serious expression.

"Time to end this" he said before heading out there, leaving Celestia hanging. Literally.

With Twilight

"This is over" Twilight said before something swatted her away.

"It's far from over my little pony" Discord said as he stood there. "Clarity, tell me what you've found" he said. Clarity nodded and walked up to him and whispered into his lowered ear. He smiled as he held the emerald up. It glowed brilliantly before the 7 elements of harmony appeared around it.

"This is the game my little ponies! You and a teammate must recover your elements of harmony. No time limit, just a life limit. Don't die and you win. Oh and a special bonus, you'll all have your strength restored so you at least have a chance." he said before sending the elements away and 14 individuals. His laughter echoing throughout the palace.

The 14 that he sent are Twilight, Rainbow Dash, Fluttershy, Rarity, Applejack, Pinkie Pie, Trixie, Shadow, Sonic, Tails, Rouge, Knuckles, Espio, and Silver. The 7 trials to reclaim the elements and beat Discord have just begun.

* * *

and yes that Kidney shot thing that Pinkie did was a reference to DBZ Abridged Episode 30 Part 2.  
if you are wondering what happened to the White Dwarf, it's part of the star cycle. A Star becomes a Red Giant and either explodes or shrinks. a White Dwarf is usually what happens in the latter, and then a brown dwarf is just the dried up remnants of the white dwarf, when it burns up all that's left of its energy.  
(you can correct me if i'm wrong)


	42. Chaos and Doomsday

i own nothing except the fanfic, Stargazer, Starblazers, Red Giant, White Dwarf, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Chaos and Doomsday

Sonic's vision soon returned to him, when it did he was in a completely different place. A city to be exact, only it was flooded with water. The buildings were severely damaged, some leaning over. The windows were gone, and water spewed forth from them. The street fared no better, sections of it broken apart and just above the water. Cars were visible on said pieces of road. The sky was a dark gray and rain fell from it in a gentle drizzle.

Sonic tried to remember how he got there, remembering Discord and his challenge. That's when something clicked, just before his vision went he saw Dash for a second.

"Rainbow Dash! Where are you?" he called out, trying to locate her. When no response came he began to move, managing to get on top of a building after some struggling. "Rainbow Dash!" he called out again.

"Sonic!" he could hear Dash call out before she flew into him, hugging him. "I'm so glad I found you." She said softly into his chest. He wrapped his arms around her, smiling softly.

After a while she broke the hug and smiled at him. "So where are we?" she asked. Sonic wondered that too, he looked around as a feeling of déjà vu came over him. A sign caught his eye, on the said it said "Station Square" Sonic read aloud.

"Huh?" Rainbow asked.

"Station Square…this is the city back on my world that I live in" he said. Rainbow looked at him in surprise and then looked back at the city.

"What a dump" she said.

"This isn't actually what it looks like" Sonic said with a chuckle.

"Then what happened here?" Rainbow asked.

Just as Sonic was about to open his mouth the area began to shake as water began to rush to a single place. Sonic looked at the gathering spot and noticed what looked like a glowing brain begin to lift up and the form of a snake like creature beneath it. Its jaw taking up most of its facial region, the entire body made of water as it towered high above the tops of the buildings. It roared loudly as tendrils of water rose beside it. Its eyes opened to reveal green eyes with slit pupils.

"Chaos…" Sonic said as he gazed at the god of destruction's perfect form.

"Chaos?" Rainbow asked as she looked at it.

"Yeah, this thing was trapped in the Master Emerald. Was freed when it was shattered, then went on a rage filled desire to destroy the world. Due to all the anger and sadness it felt" he said. "I fought and restored him to peace again. He used the negative power of the emeralds. I used the positive. It was quite the fight"

"Wow" Rainbow said, stars in her eyes from imagining Sonic in a glorious battle.

"Watch out!" he shouted as he picked her up and dodged one of Chaos's many energy shots. He set her down and smirked. "This is gonna be fun…even though last time I had Super Form" he said.

"Super Form?" she asked.

"When I use all 7 emeralds" he added, to help explain it. "Right now, we gotta try to beat this thing" he said before dodging a tendril.

"I got this" Dash said before flying at full speed toward Chaos, she hit it in the body and went right through. "What the?" she wondered before a tornado blew her away. She shrieked as it sent her flying, only to feel Sonic catch her before he landed a piece of road.

"His brain. That's his weakness" he said, pointing at the glowing object just above Chaos's head.

"Oh" she said before flying up again and looking at Sonic before holding out her forelegs. He smiled and jumped up, grabbing onto her forelegs.

"Let's fly!" he said before Dash took off at high speed toward Chaos. Chaos saw them approaching and began to fire his energy projectiles, as well as try to swat them with his tendrils. Rainbow dodged them and got close enough to Chaos for Sonic to attack. He let go and curled into a ball, scoring a direct hit on Chaos's brain. Causing the beast to howl in pain before it receded into the water and rose up behind them, using a twister to blow them away. Rainbow regained her balance and flew to Sonic grabbing hold of him and flying up toward Chaos again.

Chaos charged up and fired a beam of energy. Dash dodged it and tossed Sonic at Chaos, he curled into a ball and struck Chaos's brain. Chaos howled and receded again before appearing behind Dash, she saw as Sonic landed on a stretch of road. She grinned and flew at Chaos, dodging a twister before striking his brain. Chaos receded and soon appeared in the city center, making pieces of buildings and road rise up on fountains of water. Sonic was standing on one of these pieces and Rainbow landed beside him.

"Let's do this" he said as he ran and jumped from piece to piece. Chaos fired several projectiles, destroying some of the footholds. Sonic made sure not to be on the ones that got destroyed, but didn't expect, nor see the one he was currently standing on get destroyed. He began to fall before feeling Rainbow grab him and fly up. She tossed him high up and both began to head straight for Chaos's brain, both of them striking it simultaneously.

Chaos was soon enveloped in a powerful explosion as he was defeated, blowing them away. Sonic collided with a building and fell toward the water. Dash landed on the roof and got up, flying past the edge, looking down she saw Sonic splash into the water. She knew something was wrong when he didn't resurface.

"uh oh" she said before diving down and going into the water, she could see him, not moving and just sinking. She swam to him and wrapped her forelegs around him before using her wings and hindlegs to swim to the surface and drag him onto a piece of pavement nearby. She laid him down and panted a bit before noticing he wasn't moving. She quickly checked to see if he was breathing and he wasn't. Her eyes went wide in fear.

"oh no. oh no." she said, panicking. "okay Rainbow calm down. They taught you what to do in this situation in flight school from when you fly to high and pass out." She said. tilting Sonic's head back to open his airway. When she noticed no sound came from him that indicated he was breathing she got worried.

"okay…next is…chest compressions" she remembered before placing her hooves on his chest and pumping them, trying to get the water out of his lungs. "and then…umm…mouth to…*gulp* mouth" she said, realizing the next step was to place her lips to his and fill his lungs with air. She had a look of shock on her face, she was gonna place her lips to his. Even though it wasn't a kiss it was still tough to wrap her head around, but she had to save him she couldn't just let him die.

"okay…here goes" she said before moving her face closer to his, eyes tightly closed as her mouth got closer and closer. She could feel her lips beginning to touch his just before he coughed up water, which splashed against her muzzle causing her to pull back a bit. "nice…" she said, though her heart leapt with joy as she opened her eyes and saw him breathe deeply.

Sonic opened his eyes and saw Dash hovering over him. He looked right into her rosy eyes, a small smile on his face. He knew she saved him, he saw her just before blacking out. That and his chest hurt a bit, and he was alive. So that was all that he needed to know she saved him.

She blushed as she gazed into his emerald colored eyes, her heart racing at the smile he had. She knew he was grateful for her saving his life. So grateful in fact, that she soon felt something that shocked her. His arms wrapping around her, and his lips against hers. She was surprised by this but soon felt her eyes close as she gratefully returned the kiss. Her element of Loyalty soon appearing around her neck since the challenge was over.

With Silver and Trixie

They stood on a platform made of metal, and it seemed there were in space. Wait…Space? Silver and Trixie were both perplexed at how they were there, or how they were breathing.

"how in Equestria are we not suffocating?" she asked.

"must be one of that one freaky chimera dude's tricks" Silver said.

"I believe his name is Discord" she said before turning and seeing a beautiful blue planet. "wow, what is that place?" she asked.

"my home…" Silver said.

"wow. You live on that planet?" she asked

"yes I do, it's called Earth." He said

"huh, our world is called Equis" she said, the name being derived from the word Equine.

"wow" Silver said. Just then they could feel the platform shake as something seemed to be approaching them. They both turned and saw a giant red bot, with a silver head, big eyes, a nose, and large arms. The Death Egg Robot known as Big Arm, the one Sonic faced in the Doomsday Zone.

"holy cow that's a big bot!" Silver said before its hatch opened, revealing Trixie's element. It then closed its hatch and began to move its hands, trying to crush them with its fingers. Trixie was now determined to beat this thing wanting her element back. They both dodged the attack, and Trixie fired a magic bolt, damaging one of the fingers. The machine turned its gaze to her and tried to crush her with its other hand only to stop short due to Silver using his Psychokinesis to stop it.

Silver then used his power to push the hand up before conjuring a psychic blade and using it to cut the fingers off of that hand. The bot then went to scoop him up before its other fingers were destroyed by Trixie. She smiled at Silver who smiled back before the machine struck the platform causing it to collapse. Silver and Trixie were now running to avoid falling to oblivion. The bot flew past them and got in a blue carrier before flying off into an asteroid belt. Silver used his power as he and Trixie jumped off the end of the platform to fly, while Trixie used her magic to fly as well. Since there was now no gravity affecting her, she just used it to keep forward momentum and to dodge any asteroids and they flew to catch the bot.

The bot sensed they were coming and fired multiple missiles at them, trying to stop them. "incoming!" Silver shouted as he dodged a few of them, Trixie dodged as well, finding it tough to avoid the asteroids and missiles. Silver caught a few of them and used them to blast apart the asteroids to clear a path. Soon the bot was in full view and they flew toward it.

Trixie fired a few spells, but they had no effect. "okay?" she said.

"hmmm" Silver thought before a few missiles began to fly toward him, he used his power to grab them before getting at the perfect angle. Trixie saw him and got some distance before watching him toss the missiles at the bot, destroying the blue carrier. It then broke out of that and flew up to them and swatting them aside before flying away. Silver hit an asteroid and groaned a bit. Trixie just spun until she stopped, shaking her head to erase the dizziness.

"come on Silver!" she said before flying up and prying him off the asteroid and flying after the bot with him. The bot began to fire little explosives that looked like it, proximity mines is what they were. Silver noticed that that's what they were when he got too close and it began to beep. He quickly got away from it, avoiding the blast.

"proximity mines…" he said. Trixie heard that and knew to avoid them, flying with Silver to catch this thing.

"how can we get close? or for that matter destroy it?" she asked.

"I got an idea" Silver said before grabbing a few mines with his power, making sure they weren't too close before firing them at the bot. Five were thrown, and they all hit the bot, destroying its jets, arms and legs. It now floated there, defenseless. Trixie flew up and used a magic spell to slice it in half and retrieve her element just before it exploded.

"well that was, a little tough" she said with a smile as the element now rested on her neck once again.

"you can say that again" Silver said with a smile, glad they passed the challenge.

* * *

2 trials down, 5 to go. also blue on blue kissing. what is this the smurfs? NO! this is Sparta!


	43. Dragoon Emperor

i own nothing except the fanfic, Stargazer, Starblazers, Red Giant, White Dwarf, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Dragoon Emperor

Rouge groaned as her eyes began to open, light soon piercing through her pupils and straight to her retina, causing a wince from her as she shut her eyes. She didn't know where she was, but she did know it was bright. Slowly she sat up rubbed her eyes a bit before opening them. Her eyes slowly adjusting to the room as she stood up, she could hear metal meeting her boots as she began to look around. Noticing the whole place was made of metal, colored red and silver. Golden lights everywhere to illuminate the place, and was pretty chilly in temperature too.

"Where am I?" she wondered as she walked along the path of metal, it seemed familiar in a way. She would look to the left, and pan to the right trying to remember. Her thoughts were cut short when she tripped on something, something that yelped. Rouge hit the floor hard, groaning as she rolled onto her back.

"Rouge?" came a familiar voice.

"Rarity?" she asked as she looked and indeed saw the white unicorn wearing a relieved smile.

"Oh thank goodness you're alright" she said.

"Any idea where we are?" Rouge asked

"none." She said. Rouge stood up and began to look around again. Why was this place so familiar? She soon had her answer, in the form of an insignia. This insignia was a circle, with two eyes, a smile, and a moustache.

"Eggman…" she said.

"That crazy scientist?" Rarity asked.

"Yes, that strange amalgam of animals sent us to his base…though this seems outdated to what he currently has." She said.

"Discord, Rouge. His name is Discord" Rarity said before a faint sound was heard. Rouge recognized that sound, it was the sound of jet propulsion engines, and it was getting louder. Just then a giant mech rounded the corner and flew over them; this mech had a giant spherical portion with two arms. Attached to that was a pair of legs, way too slender and feeble to support the upper half. A green light blinking where the two halves met. One arm held a drill, the other a blaster. It was none other than the Egg Dragoon.

"What on Earth?" Rouge wondered before the bot began to speed off away from them. Rouge then remembered what Discord said and started to run after it.

"Darling where are you going?" Rarity asked

"I'm following it. It could have your Element of Harmony." She said, causing Rarity to remember what Discord said.

"Alright, let's go" she said before they both ran after the Egg Dragoon. They didn't have to run far since it was hovering in a large room through an open doorway to the side not 50 feet away from where they first saw it. They entered the room only to hear the door shut behind them.

"Oh boy…" Rouge said. The bot turned to them and pointed its blaster at them before opening fire. Rouge dove to the left and Rarity to the right, the attack missing them entirely. Rouge tossed a few bombs that fell short of the green light. She got out a few more, not noticing the drill about to sweep her from the side.

"Rouge!" Rarity called before Rouge was struck, her bombs flying up, Rarity caught them with her magic. Rouge felt her back hit the wall before she fell down onto the ground, groaning in pain.

"Take this you big…evil…thing!" Rarity said, not really finding the words for this moment. Using her magic she tossed the bombs, scoring a direct hit on the light. The bot reeled back as electricity crackled up and down its body. The Egg Dragoon began to charge its drill before striking the ground, causing Rarity and Rouge to fall below with this now isolated platform. It soon got dark, very dark as they continued to descend.

Rarity had to squint when light pierced the darkness and a wave of tremendous heat hit her. When her eyes regained focus she looked around and went to the edge and looked down, she could see magma everywhere.

"Of all the things that could've happened. This is the Worst. Possible. Thing!" she said with a lot of drama in her voice. Rouge stood up shakily and looked over to Rarity with an arched brow just before the sounds of a jet engine could be heard. The Egg Dragoon descended and made itself level with the falling platform.

"This isn't going to be easy" Rouge said as the bot held out its blaster and began to fire at them as it circled around the platform. Rarity and Rouge had to move a lot more in order to avoid getting hit. The bot stopped just behind Rarity, the green light brushing her flank. Rarity's face turned a bright pink before she bucked the light as hard as she could and turned around.

"How dare you! Do you have no shame? Touching a lady in a most inappropriate place! Why I never! Does your mother know you do this! You rotten thing!" she shouted at the bot, the bot just sweatdropped and backed away in fear and shame. Rouge just sweatdropped and chuckled at the scene.

The bot charged up its drill before aiming at Rarity, Rouge tossed a few sticky bombs before it could get close. The bombs exploded, destroying the drill and causing it to now take aim with its blaster.

"Uh oh…" Rouge said before noticing Rarity had used her magic to catch the drill that was blasted off before holding it high and jumping up.

"My drill shall pierce the heavens!" she shouted before firing the drill into the light, completely destroying it and causing the bot to begin to spark and explode. She landed and put a pair of oddly shaped red shades on.

"Just who the hay do you think I am?" she asked before the bot exploded. Rouge just blinked since she couldn't believe that Rarity not only made a bot feel ashamed, but that Rarity also destroyed said bot. The element of Generosity appearing on her neck as she trotted up to Rouge.

"We won!" she said with a smile. Rouge just smiled back, glad they won.

With Espio and Pinkie

Espio could hear thunder in the distance, his brain telling his body to move it and seek shelter from whatever storm was coming. With a groan he sat up and shook his head looking around he noticed, he was in the middle of an air fleet. And not just any air fleet, Eggman's air fleet.

"What the heck?" he wondered as he gazed at the dark sky.

"WEE!" came a bubbly voice before Espio was glomped by something warm and pink. Pinkie giggled as she looked up at Espio with a smile. "Hi!" she said.

"Hello" he said with a smile of his own. She giggled before releasing him and taking a step back as she looked around.

"So where are we?" she asked.

"A fleet…made by Dr. Eggman" he said

"That big meanie with the stache?" she asked.

"Yes" he said before something flew overhead and turned to face them. Espio recognized it immediately, it was Egg Emperor. The gold clad bot with a spear and shield.

"Oh no…" he said as it began to fly backwards, distancing itself from them.

"Come on Pinkie!" Espio said as he chased after it, she nodded and followed him. The bot swung its spear vertically, an energy blade travelling toward them from the spear. Espio dove under it while Pinkie managed to move around it. The bot then swung its spear horizontally, sending an energy blade at them again. Espio and Pinkie jumped over it before reaching a central platform, turrets lining the circular area on the outer edge. The Egg Emperor in the center, swinging its spear trying to hit them.

Espio and Pinkie managed to avoid the attacks, but soon had to worry about the bombshells being shot by the turrets. The bot then charged at Pinkie, she saw it coming and dodged. The bot slammed into a turret and became stunned. Espio threw 3 exploding kunai at the glowing spot in the center of the bot, the explosions damaging it. The bot then turned and held up its shield, Pinkie rolled up with her party cannon and blasted the shield, destroying the shield and making the bot reel back as its weakness was exposed. Pinkie noticed the turrets usually fire at them and got an idea. She jumped up and latched onto the weakness of the Egg Emperor.

The bot was confused by this but soon saw all the other turrets aim right at it, immediately it knew now was a time to panic. Doing its best it tried to remove Pinkie, but to no avail as the turrets fired. Pinkie jumped off at the last second, watching as the bombshells struck its weakness and destroyed the bot.

She jumped up and down happily, "yay! We beat it! We beat it! we beat it!" she cheered happily as her element appeared on her neck and she burst into happy laughter, Espio even laughed himself, glad to have succeeded in this challenge.


	44. Death Egg Mecha

i own nothing except the fanfic, Stargazer, Starblazers, Red Giant, White Dwarf, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Death Egg Mecha

Tails felt his vision and senses slowly return to him. Wherever he was, the ground was cold. He moved his arm and made a fist before knocking on the floor, hearing a metallic ring it confirmed something. He opened his eyes as he sat up, the whole place being metal and wires. He looked over to his right and saw a window, and in that window was Earth and the stars around it.

"what the?" he wondered in confusion as he got up and went over to the window. He stared out of it for a good while, trying to wrap his head around it. With a sigh he turned and saw Fluttershy sprawled out on the ground, immediately worried he went over to her and was relieved to hear her stir as her eyes began to open.

"Tails?" she asked as she saw him.

"I'm here" he said softly, she just smiled at him.

"where are we?" she asked as she slowly sat up.

"space, a station in space to be specific" he said pointing to the window. Fluttershy looked out of it and saw a blue planet and stars. Slowly the shock of it all came to her as her face went from serene to panicked.

"oh….oh my…" she said, the words coming out as a barely audible squeak.

"yeah, that's my home down there" he said as he looked at the blue planet. Fluttershy slowly moved to his side and looked with him. A smile forming on her face, "do you ever miss it?" she asked.

"well sometimes…but Equestria is like my home away from home. And I'll defend it with everything I have" he said with a smile. Fluttershy just smiled happily at him before the sound of a machine whirring could be heard. Next thing that happened was an arm came out and grabbed her before returning from where it came. Fluttershy screamed in fear as she was pulled away.

"Fluttershy!" Tails shouted before following the sounds of her panicked voice. Soon he reached an open area and standing in the center was a giant bot. It was red, round and big, the death egg robot.

"holy moley" Tails said in awe at the bot, having never seen it before.

"Tails! Help me!" Fluttershy cried out, tears forming from how scared she was.

"don't worry I will!" he said as he donned his still incomplete armor. He held his hand up and fired a shot, nailing the bot in the face, causing it to reel back a bit before it launched the arm not holding Fluttershy at him. He jumped above it and landed on top, running along the length of the arm before jumping up and blasting it in the face at close range.

The bot reeled back from the attack; Tails was using his tails to fly and was now in front of Fluttershy. "don't worry, I'll get you out of there" he said as he began to try to pry the bots fingers off of her. The bot turned as soon as it noticed this and swatted him to the ground.

"Tails!" Fluttershy shouted as tears filled her eyes. Tails stood up and growled at the bot before it launched its arm again. He dodged and charged energy into his 4 rings before having them rotate around each other. Faster and faster they spun before a thin blade of energy formed around them and he tossed it, cutting off the bots arm. The rings returned to him, still producing the blade and spinning.

"let's try this…only just now thought of it…not sure how it'll go but." He said before holding the spinning rings above his head.

"Blade Storm!" he shouted before all the energy was shot into the air in small thin ribbons that soon began to descend on the bot, cutting and piercing it. Fluttershy yelped when one of the blades cut her cheek, thankfully the wound was superficial and only bled a little.

The bot soon collapsed, the arm holding Fluttershy falling off before the entire bot exploded. Tails immediately shielded himself from the debris that flew from the explosion. When it settled he saw Fluttershy's tail sticking out of a pile of scrap metal. He ran to her and dug her out of the rubble.

"Fluttershy! Are you okay?" he asked. She slowly opened her eyes and smiled at him.

"yes I am Tails…thank you" she said, tears of relief falling. Tails noticed the cut on her cheek and immediately knew why it was there.

"Fluttershy…I'm so sorry…" he said softly. She knew he was referring to the cut on her cheek and she looked at him with a smile still there.

"It's alright." She said softly

"no...it's not. I'd never want to hurt you. Or see you hurt. Knowing that I hurt you…" he said before feeling something, something soft against his lips. It was her lips against his. He was wide eyed from it, but soon he relaxed and kissed her back. He knew in his heart she forgave him.

"Fluttershy…I love you" he said when the kiss ended. She smiled happily at him, tears of joy falling.

"I love you too. Tails" she said happily as her element appeared around her neck.

With Knuckles and Applejack

Applejack felt her senses come back to her as her eyes began to open again. She could see a clear blue sky and fluffy white clouds overhead. Turning her gaze to the left she saw a few pillars and walkways that were floating. Wait…..floating?!

Her eyes shot open completely as she scrambled to her feet, realizing she was on a platform just like the others, high in the sky. Peering over the edge she could see nothing but blue sky. "What in tarnation?" she wondered

"Sky Sanctuary" Knuckles said from nearby, she turned and smiled happily at him. "It was a place that was high in the sky above Angel Island."

"Was?" Applejack asked, catching that.

"It collapsed a long time ago" he said. "Due to the conflicts that took place here, they were of a scale this place couldn't possibly support. And it was destroyed in the process"

"Wow" Applejack said "looks pretty fine to me" she added.

"Must be one of snake dudes tricks."

"His name is Discord" she said with a smile. Knuckles just waved it off, as he turned his gaze to the stretch of path in front of them. She turned as well, a smile breaking across her face.

"Race ya!" she said before taking off. Knuckles was surprised by that but soon raced after her.

"Very funny!" he called out as he caught up with her. They both shared a laugh and kept running, the smiles turned to confused expressions when a sound kept repeating. It seemed to come from behind them; Applejack turned and was immediately shocked. The path was falling, and they needed to hustle.

"Floors a vanishing! We gotta get a move on!" she said, Knuckles then remembered that part of the sanctuary and knew they were in trouble. He nodded as they ran as fast as they could, a red orb up ahead.

"Jump onto that!" he shouted.

"Why?"

"Just trust me on this!"

She nodded before jumping once close enough, landing on the orb with Knuckles. Both got enveloped in a bright light and were teleported out of there. They panted as they fell off the exit point.

"That. Was. Crazy" Applejack said.

"Yep…" Knuckles said before standing up only to hear the sound of metal hitting the ground. "What the?" he wondered as he turned and saw something that brought back memories.

"Is that…Metal Sonic? He looks different" Applejack said.

"No it's his prototype. Mecha Sonic" he said, staring at the tall blue bot with the single glowing red eye. Mecha Sonic jumped up and curled into a ball before hurdling toward them. Knuckles dove to the left and Applejack to the right. Mecha Sonic hit the ground and bounced before uncurling and landing on its feet. It turned to face them its jet beginning to power up. Applejack ran up and bucked it square in the chest, causing it to fall onto its back. Knuckles then jumped up and came straight down on the bot.

"Drill Knuckle!" he said as he began to spin with both his fists pointed to the ground. The chest plate began to crack under the pressure before it grabbed Knuckles's arm and tossed him off before standing up again.

Knuckles stood up and began to focus energy; Applejack knew what he was planning and ran toward the bot to distract it. She dodged a swipe of its arm and bucked it in the back, knocking it onto its face. The bot curled up and spun toward her, she dodged the ball of death as it zoomed past before it uncurled and used its jet to try another attack.

"Heat Knuckle!" Knuckles zoomed by at high speed and collided with the bot, unleashing a flurry of attacks that soon made the bot and Knuckles's hands catch fire before all that was released in a final devastating punch. The bot crumpled down sparking slightly before its eye lit up and it stood.

Its chest plate opened revealing the element of honesty.

"My element!" Applejack said before noticing the bot seemed to be surging with power. "What in tarnation?" she wondered before the bot jumped up and turned solid gold.

"What?!" Knuckles said in utter shock. Mecha flew high into the air and began to circle around them.

"What the hay?" Applejack wondered.

"It went super" Knuckles said

"Super?" she asked

"Last time it used the Master Emerald, how on earth was it able to cause the shift with just your element?" he wondered. "I guess the elements are stronger than I thought"

Mecha began to fire balls of energy at them. The spheres of energy flew at them at high speed, they barely had any time to think, let alone dodge. The attacks knocking them around from the small explosions.

"Argh! Dammit!" Knuckles shouted as he stood back up. The gold bot landed near him and Applejack having recovered as well ran at him.

"Applejack no!" he shouted before she bucked the bot. the bot didn't move at all, all that happened was a ringing sound from the impact.

"What the?" Applejack wondered before being swatted away by the bot. she stood up and growled.

"It's invincible in this form" Knuckles said, which shocked Applejack big time.

"Then how do we defeat it?" she asked before getting her answer, the bot turned blue again. Knuckles uppercutted the bot, causing it to drop the element. Applejack ran for it at the same time the bot did, both made contact and drew on its power. Mecha went Super and Applejack became Zap Applejack.

The bot curled up and went straight for Knuckles; he caught the bot and was slowly getting pushed toward the edge. Just before teetering over the edge Knuckles used all his strength to toss the bot up.

Zap Applejack smiled before being enveloped in her power and doing a high speed dash through the bot. She then watched as the bot split in half and exploded, her element appearing on her neck before she reverted back to Applejack.

Knuckles ran up to her and smiled "that was incredible" he said.

"and you said he was invincible" Applejack teased before they embraced each other in a hug.

* * *

sorry it took so damn long. life was whooping my ass. but here it is.


	45. Supporting Me

i own nothing except the fanfic, Stargazer, Starblazers, Red Giant, White Dwarf, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Supporting Me

Twilight felt her vision return to her as she slowly opened her eyes, her head was pounding but that wasn't important. What was important was that she was on some weird stone path that had this strange liquid flowing around it.

"Finally awake" Shadow said from beside her. She smiled and stood up, glad he was there with her.

"Where are we?" she asked, noticing a sort of shrine and a circular path, obviously there to help the drainage of the liquid.

"The core of Space Colony Ark" he said simply.

"Really?!" she asked, completely blind-sided by that.

"Yes really" he said, "this is where me and the others went to stop the colony when it was hurtling toward Earth" he said.

"Oh" she said, already knowing of Earth from his story. "but why did Discord send us here?"

"Must be the emeralds that are responsible. They do remember their uses after all." he said.

"Makes sense" she said, looking around the room and seeing many different devices.

"What could the challenge be?" she asked before a loud roar was heard, soon something dropped from above, landing in the center of that ring of stone path. Brown skin, a giant machine on its back and green tubes along its body. It was Biolizard, and it didn't look happy.

"What in Equestria is that?" she asked in astonishment.

"My Prototype. Biolizard" Shadow said.

"Wait…that thing is your Prototype?" she asked.

"Yeah, ugly isn't it?"

Biolizard roared and fired a dark ball crackling with energy from its mouth. The projectile went straight for them.

"Move it!" he said before they both got out of the way of the attack. The Biolizard then began to follow Shadow trying to gobble him up. While its tail began to chase Twilight, both her and Shadow began to run to avoid both ends of the beast. Soon the Biolizard tired itself out and Twilight grinned before producing a magic enhanced Chaos Spear.

"Chaos Spear!" she fired the attack only to see it break apart on contact with the beast, doing no physical damage.

"What the?" she wondered.

"He's invincible!" Shadow called out.

"What?!" she asked, floored by this info. "oh it's hopeless now!" she said

"Calm down, I said he was invincible, not immortal" he said. "everything has an Achilles' Heel. And his is that life support machine on his back"

Twilight noticed the machine and grinned, firing a Chaos Spear at it. A small explosion rang out as Biolizard howled in pain before turning to try to eat her in one bite. She yelped before running from its gaping orifice. Shadow now had to avoid its tail, finding that a little less unnerving. The Biolizard began to fire those dark projectiles again, Twilight knew she couldn't dodge so she put up a magic barrier. The projectile touched the shield and shattered it in a violent explosion, sending her flying before she skidded to a stop along the stone path.

"Chaos Spear!" Shadow said from up high as he fired his attack and hit the life support system, damaging Biolizard.

"How strong is this thing?" Twilight asked as she stood back up.

"Very" Shadow said before Biolizard roared and strange pink balls began to float around it.

"What is this?" Twilight asked before the balls began to fly around, some trying to hit her and Shadow.

"Just avoid them and hit this thing hard!" Shadow said as he dodged them and made his way up. Twilight did the same, meeting Shadow above the machine. Both of them concentrated and fired a Chaos Spear together, both spears merging as one and nailing the machine. Biolizard howled in pain as it collapsed.

"Yes! We did it!" Twilight cheered before something strange happened and both were now outside the Space Colony. What was even stranger was they were still breathing. Twilight turned and saw the Biolizard merged with the Ark and the Ark was heading toward a blue planet.

"Uh oh" she said

"Twilight! His life support system is gone, but he's still kicking. Look for strange swelling areas on him. Those are his weak points!" he shouted before using his shoes to create momentum to close the distance between him and Biolizard. Twilight used her magic to do the same and flew toward Biolizard. The beast generated laser beams to keep them away, Twilight dodged them and fired a magic bolt at the swollen area. Biolizard roared in pain as it was damaged from the attack. Shadow then fired a Chaos Spear, nailing another weak spot. Biolizard generated those orbs again and began to launch them at Shadow and Twilight as well as moving the laser beams around to keep them as far away as possible.

Twilight was hit by an orb before a laser beam sent her flying back. She shook it off and hurtled toward the beast at full speed, using her magic to damage it once again. Shadow also managed to damage it as well. A final weak spot appeared on its head and both heroes smiled before they immediately went for it. the orbs and lasers however made this difficult and the Ark was getting closer to the planet. Shadow and Twilight were getting tossed around like crazy by the attacks. Twilight recovered and used her magic to produce a shield around her and Shadow. They then rushed to the final weak spot, hitting it at the same time and finally killing the Biolizard.

The Ark was still hurtling toward the planet and they both nodded before going toward the ark. "Just like I taught you. Ready?" Shadow asked. Twilight nodded as they both focused their power.

"Chaos Control!" they shouted in unison as they used their power to set the ark back in orbit. There they were, floating in space as Twilight element appeared on her head. She smiled happily, heck even Shadow smiled.

She turned to the planet and then to Shadow "What is that?" she asked.

"That is Earth, my home" he said.

"It's so beautiful" she said.

"Maria used to say that a lot" he said with a smile.

"Do you miss the Earth?" she asked

"Yes, but I'm happy where I am now." He said. She turned and smiled at him before a bright light surrounded them.

Canterlot Palace

All 14 that were sent on those 7 trials appeared in a bright flash of light. Discord just smiled as he applauded them.

"Good job, too bad my budget cuts were too large to actually have confetti cannons go off" he said sarcastically.

The 7 elements all looked at one another and nodded, Twilight began to conjure the spell. "Well a deal's a deal. You win, I'm ready to be a statue again" Discord said.

The spell was nearing completion, but seemed to be more powerful and more Harmonic than before, with only 6. This time it was 7, it seemed more complete. "But know this my little ponies. Stargazer is not one to take lightly, you had better be willing to give it your all" he said before the spell completed.

"True Harmonic Blast!" the girls said in unison as he was hit by the attack, turning into stone once more. The blue emerald fell to the ground beside the statue. Soon the world around them was restored to normal and Celestia fell from the wall with a thud.

"We did it!" Twilight shouted, cheers from the others rang out in the moment of triumph. This moment however was short lived. A giant explosion occurred near the roof before 7 bots flew in. each one heading for a holder of an emerald, managing to take advantage of their weakened state and get the emeralds. Soon each bot opened their chest plates and revealed that they now all 7 had the emeralds. A laugh echoed as something descended from above, it was none other than Dr. Eggman.

"Oh you idiots make it all too easy for me" he said with a grin. "and now that my E-Chaos squad is fully fitted with the emeralds, I can get my world domination ball rolling again!" he said.

"Oh no you won't!" Rainbow shouted before rushing at him, a bot cut her off and swatted her away.

"If you really think you can stop me, then come find me" he said before flying off with his bots, returning to the egg carrier and flying away into the distance.

"Dammit" Shadow said as Eggman got away.

A Few Hours Later

Everyone's injuries were patched up and clean-up was underway for the palace.

"I'm proud of you all, for protecting this palace as well as the world from the terror that attacked today." Celestia said.

"Not over yet, we must get the emeralds and finish off Stargazer for good" Shadow said. Celestia nodded, knowing that without the emeralds that fight would be pointless.

"But for now rest. You'll need all the strength you can get if you wish to succeed in your mission." She said, they all agreed finding ways to relax.

Stargazer's Lair

"All the pieces are falling into place. Marvelous" Stargazer said with a sick grin on his face.

"Clarity, I must request something" Midnight said as she walked up to the other remaining NightMare.

"I need you to unlock my heart" she said with a serious expression.

"Are you mad?" Clarity asked in shock. Midnight just glared at her, completely serious about this.

"Very well Midnight" she said before using her power and jabbing Midnight in the heart with her horn. Midnight stumbled back as she felt incredible power flood her being, a smirk turned into a smile which brought on maniacal laughter.

"Yes! Beautiful! Next time Twilight and I face off, I'll be victorious in 10 seconds flat!" she said with a sick expression on her face.

Canterlot Palace, that night

Celestia entered her sister's room to check on her, approaching her bedside with a soft expression.

"Hello Luna" she said softly.

"Hi" she said to her sister. Before falling silent for a moment.

"Tia…I have a request" she said. Celestia was a little surprised by this.

"What is it?" she asked.

"I wish to use the Room of Self-Actualization" she said with a serious tone to her voice. Celestia's eyes widened and her jaw nearly dropped to the floor.

"Are you sure Luna?" she asked.

"I'm positive Tia" she said

"Very well. It shall be made ready within the next 24 hours. Get some rest" she said kissing her sisters cheek before turning to leave.

"Tia. Thank you. I love you" she said softly.

"I love you too little sister" Celestia said before leaving the room.

/I never thought I'd hear that rooms name again. Or have to see my own sister use it/ Celestia thought as she trotted to her room for some sleep.

* * *

what is the room of Self-Actualization? stay tuned.


	46. The Room of SelfActualization

i own nothing except the fanfic, Stargazer, Starblazers, Red Giant, White Dwarf, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, The Room of Self-Actualization, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

The Room of Self-Actualization

"This is ridiculous!" Amy shouted. "If Sonic goes, then I go!" she continued, only able to sit up due to injuries she received from the White Dwarf.

"Look Amy I know you want to help, but me, Dash, and the others who went through Discord's trials are the only ones that have the strength to go after Eggman at present." Sonic explained. Amy opened her mouth to protest before seeing Celestia enter the room and smile softly at her.

"It's alright Amy, besides you need to rest that ankle" she said calmly.

"It's fine see?" she asked as she turned and got her feet off the edge of the bed, setting them against the ground before lifting up. As soon as weight hit her ankle gravity took her down hard. Celestia just sighed at that, using her magic to get Amy back into bed.

"Rest now dear child." She said.

"Alright" Amy said reluctantly. "Be careful out there. All of you" she said to Sonic and the others. Sonic gave her a thumbs up before going with Dash to the others.

Shadow, Silver, Knuckles, Tails, Rouge, Espio, Twilight, Trixie, Applejack, Fluttershy, Rarity, and Pinkie Pie all smiled at those two.

"Tails, any idea where Eggman went?" Shadow asked.

"Yeah, I managed to get a tracker on his Mobile to find out where he went." Tails said holding up his handheld device that pinpointed where Eggman was. "If we just follow this, we'll find him in no time. However…it's inconclusive, I don't have a map of Equestria" he said. The device not really showing anything except a dot that beeped constantly. Celestia approached him and used her magic on the device.

"There you are Tails. A map for your travels" she said. Sure enough the device now showed a complete map of Equestria and the dot where Eggman was.

"That's…right near Appleloosa" Applejack said.

"How long would it take us to get there?" Sonic asked.

"About a week on foot, and about a day or two by train." She answered. Tails examined his handheld for a while.

"Tails?" Fluttershy asked.

"From where we are, it'd take about 1 ½ days to reach Appleloosa via train" Tails said.

"Then let's get going" Shadow said, earning nods from the others as they headed out. Saying their goodbye's on the way out the door.

Luna's Room

Luna was lying on her bed, staring at the ceiling as a lot of things went through her mind. The fact that Stargazer was just as resilient as ever, and that Nightmare Moon was quiet. Too quiet in fact. Luna was unnerved by this silence and was startled to the point of a gasp and jump when a knock came at her door. She panted a bit as she tried to settle her racing heart before speaking, "Enter" she said with a rather shaky voice.

Celestia entered the room and took one look at her sister before she got worried. "Luna, I came here to tell you the Room will be ready tomorrow."

"That's good, the sooner the better" she said.

"That's not all. I also came here to tell you about it." Celestia said as she sat beside her sister. "How much do you already know about it?" Celestia asked.

"I remember when we were fillies, that the room was used to make a better pony out of one's self" she said. Celestia nodded.

"Yes, the room is used to help a pony find out who they are as an individual. Hence its name" Celestia said. "I should know, I entered the room myself"

Luna's eyes widened as she looked at her sister and sat up a bit. "You used that room? But, when?"

"Soon after banishing you to the moon and sealing Stargazer in Orion's Belt, I became very detached. A sort of depression washed over me, and I lost sight of who I was. I entered the room about a year after you were gone. And when I emerged, this is what came out" she said pointing her hoof at herself. "I emerged the benevolent and just ruler of Equestria that I am today"

Luna was awestruck, that her sister was in such a state of disarray that she used the room. And that it didn't just help her overcome that, it shaped her into what she was today. If it could do that to a depressed Celestia, just imagine what it could do for her troubled soul. She couldn't help but smile at the possibilities.

"All the more reason for me to use the room myself. I'll need if I am to face Stargazer again" she said. Celestia looked at her sister with a more serious expression.

"Luna, even if you emerge from that room you may not have what it takes to vanquish him." She said.

"We'll just have to wait and see dear sister" Luna said. Celestia just looked at her sister and sighed before standing up and walking to the door.

"I will come get you when the room is ready. In the meantime, prepare yourself for what is to come" Celestia said as she exited the room and shut the door behind her. Luna laid back down, eager to enter that room and get that much closer to finishing off Stargazer once and for all. The thought alone made her giddy with excitement.

With Vector

Vector was the only one besides Omega, and Big that was walking around a-ok. Helping out with getting the place cleaned up and getting repairs set up. It was certainly a work load, even for him. Seeing that things were handling themselves he decided to exit the palace and walk around, enjoy the sun and fresh air. He walked the streets of Canterlot, earning some friendly gestures from those who weren't as stingy. The other gestures, well let's just say after the 5th one Vector was half-tempted to act very uncivil.

"Geez, save their sorry asses and this is the kind of thanks that is to be expected. I'd rather be in a room with Blueblood for an hour." He said as he continued to walk, not watching where he was going and bumping into something that yelped and fell down go boom. He arched a brow and looked down, seeing a white unicorn with magenta shades, an electric blue mane and tail that looked unruly. What was even more interesting was that her cutie mark was an eighth note.

"Hey, sorry about that. You okay?" he asked. The unicorn rubbed her head a bit and stood up.

"Yeah, I'm okay" she said before looking at him and cracking a grin. "That's one way to bump into somepony. Name's Vinyl Scratch." She said.

"I'm Vector. Vector the Crocodile" he said with a smile.

"So I take it you're one of those new dudes running around Equestria?" she asked.

"Yep that's me." He said.

"You guys like saved Equestria once right?" she asked.

"Well it was more Ponyville than the whole Equestria, but yeah we did."

"I heard there was quite a commotion at the palace, what happened?" she asked.

"Something big, evil guy named Stargazer showed up and started wreaking havoc. Now some of my friends are going off to get the Chaos Emeralds back from Dr. Eggman" he said.

"Whoa, dude you gotta tell me everything. This is like a good story, except I'm like in it" she said. Vector just grinned and sat on a nearby bench.

"Then have a seat, for this will be a long story" he said. She sat down next to him, ready to listen. He told her all about the Emeralds, Eggman, and what's been happening lately. Reaching the end of the story by sunset. Vinyl's jaw was hanging from the sheer magnitude of what she just heard.

"Dude, that's so incredible I can't even find the words" she said with a chuckle. He chuckled as well, looking at the sunset.

"You know, I never really get this much time to just sit and relax. Usually I have fans wanting my autograph or telling me stories I don't much care for. But for some reason, it's a lot different with you" she said. Vector just smiled.

"Maybe because I'm talking to you as a friend, not a celebrity" he said. She smiled, removing her glasses and revealing her bright crimson eyes.

"Yeah, that's probably it" she said, turning her gaze to the sunset. "Beautiful" she said, referring to both the sunset and the fact that Vector and her had a friendship.

"Yes indeed. And I intend to make sure it stays that way." He said. Vinyl just smiled at that before yawning.

"I should get home, it's getting late" she said.

"Allow me to walk you there" Vector said. Vinyl blushed to the point her fur looked pink on her cheeks.

"How chivalrous of you" she said, accepting his offer and walking with him.

"Chivalry ain't dead yet" Vector said with a smile. They talked more as they walked, about what they do for their special talent and how much fun they have doing it. Once at her house they gave their goodbye's before Vinyl entered her home and Vector headed back to the palace.

Vinyl sighed happily as she looked out the window and saw him fade into the distance while a smile grew on her face. "Can't wait to hang out some more" she said before heading to her bathroom to get cleaned up and ready for bed.

Cadence and Shining Armor's home that night

Shining returned from a long day of work, getting repairs in order and setting up a defensive perimeter to ensure nothing else went south was certainly a tiring thing for him. He let out a deep sigh as he removed his armor and set it to the side.

"Welcome home" came the voice of his loving wife, Cadence. Her smile wide and full of love as she trotted up to him and kissed him lovingly.

"Glad to be home" he said softly as he hugged her.

"Oh by the way, I went to the doctor. Since you know, we assume I've got stomach flu" she said. Shining nodded.

"Yeah I know, what'd they say?" he asked. She blushed softly and smiled happily at him.

"11 months from now" she said softly as she moved a hoof to rub her belly. His eyes shot open before a huge smile broke across his face.

"We're gonna be parents?" he asked. She nodded happily. He just kept smiling, feeling so extremely happy before the reality sunk in and combined with his exhaustion made him collapse on the floor. Cadence just sweatdropped.

"Perhaps I should have waited till morning…" she said with a chuckle. "Oh well"

On the train bound for Appleloosa

"Never expected to be going to Appleloosa to stop a madman" Applejack said as she looked out the window of the train, watching the horizon go by. She was sitting on her bed, with Knuckles beside her.

"You've been there before?" Knuckles asked.

"Yeah, to give my cousin Braeburn an apple tree for the orchard. Ended up settling a dispute between them and a tribe of Buffalo." She said. A sigh escaped her as she continued to think on what kind of trouble Eggman was causing, and if her cousin and buffalo friends were alright.

"Don't worry, I'm sure they're all okay" Knuckles said. Applejack turned to him and hugged him. Knuckles hugged her back, letting her know he was there for her.

"Thank you Knuckles. I love you so much" she whispered softly to him.

"I love you too, and don't worry. I'll always be there when you need me" she just smiled and kissed him as a second thank you.

"Let's get some shut eye, we'll need it" she said after the kiss ended. Knuckles nodded and laid down with her to fall asleep.

Sonic was still awake, the excitement of thwarting Eggman again building in him. Dash was right beside him and could just feel his excitement coming off in waves, which of course got her excited as well.

"You know, we won't be able to do much hind kicking if we aren't well rested" Rainbow Dash said.

"Coming from Ms. Take a Nap at every available chance" he teased, she just turned to him and playfully nudged him with her hoof.

"You hush" she said to him with a smile. He finally laid down beside her, his face close to her muzzle and a smile forming on both of their faces. She then moved a bit forward and kissed him, which he gladly kissed her back.

"I love you Sonic" she said softly.

"I love you too Dash" he said just as softly as he looked into her eyes.

"Let's get some rest, and kick Eggman's rear super-fast." she said. Sonic just smiled.

"definitely." he said happily as he wrapped his arms around Dash and fell asleep with her.

Tails was relaxing with Fluttershy, Changer at the foot of their bed curled up and asleep. The little Changeling happened to be in good enough shape to join them at the last minute, which nobody seemed to mind. Fluttershy turned to Tails and kissed his cheek. The boy smiled and turned to her, catching her lips in a tender loving kiss. She blushed softly and giggled shyly as she looked into his eyes when the kiss ended. They both smiled at one another as they laid down and went to sleep.

Espio and Pinkie were already asleep, since Espio wanted to head to bed early and Pinkie wanted to sleep with him. Not in that way you dirty minded pervs. Wait, if you didn't think of it and I mentioned it does that make me the perv?

"Hey, breaking the fourth wall is my job" Pinkie mumbled in her sleep. Oh right, sorry. Now where was I? Oh yeah.

Twilight was smiling as she gazed at the stars from her window. Shadow couldn't help but smile at the sight of her watching the stars. She yawned lightly before turning to Shadow just as he began to yawn. She giggled softly before kissing his cheek and laying down. He just arched a brow at her and smiled before laying down as well.

Twilight began to think and think. Wanting to tell him now, but knowing it should wait. The fact she had to make the time perfect for the reveal killed her on the inside.

"Good night Twilight" Shadow said softly, which jarred her from her thoughts.

"Good night Shadow" she said, deciding to worry about it later and fall asleep.

Rouge and Rarity were asleep in separate beds, for somewhat obvious reasoning. Silver looked to Trixie after having seen everyone get all cozy with one another, a big hopeful smile on his face. She just pointed her hoof to the bed on the other side of the coach, Silver pouted and went to that bed. Both of them soon laid down and fell asleep.

The Next day

The train came to a stop at Appleloosa and our heroes emerged from it, each one of them looking at the western community.

"Wow, just like Texas before it became industrial" Sonic said.

"Wha?" Dash asked.

"Nothing" he said.

"Well howdy" came a male voice, Braeburn's voice.

"Howdy Braeburn" Applejack said before hugging her cousin.

"So what brings ya'll to Appleloosa?" he asked.

"Would it by any chance be a creature with no hair on its head, but instead on its lip?" came a deep voice from nearby. They all turned to see a buffalo with a Native American headdress and tribal markings on his face.

"Chief Thunderhooves" Applejack said with a smile.

"It is good to see you all again" he said.

"What was that you said about a guy with a huge mustache?" Sonic asked.

"Ah, so you do know of him?" Thunderhooves asked.

"That's the reason we're here, to beat him and take what he stole back." Sonic said.

"Then come with me, my tribe shall assist you in reaching his fortress, and in bringing it down."

"Much appreciated" Applejack said. Thunderhooves nodded and led them to his tribe.

Canterlot Palace

Luna stood with her sister in front of an ornate double door. It was a pure black in color, with all the markings and details a stark white.

"So this is it" Luna said, her nerves a little on fire as her heart raced.

"Yes little sister, this is The Room of Self-Actualization" she said. "Are you ready?"

"Yes, I am" Luna said even though on the inside she was freaking out.

"Then enter the room" Celestia said. Luna nodded and conjured some magic in her horn before tapping the doors. They opened and she gave her sister a farewell smile before entering. The doors shut behind her quite loudly. Celestia just sighed, knowing her sister was in for one hell of a ride.

Inside the room it was dark, not pure black, just a very dark gray color. There seemed to be no walls or ceiling, just a floor and a huge expanse of nothingness.

"Certainly is way different than what I came to expect from its name" Luna said as she looked around.

"So you finally came" came Nightmare Moon's voice, Luna was shocked to hear her voice again, and even more so that it was outside her head. She turned and saw her darker self standing no less than ten feet away from her, grinning madly.

"How?" she asked. Nightmare just laughed.

"Simple you little fool. This room is where you face your inner Demons. And as an added treat" she said, pointing to where Luna entered. She turned and saw no doors anymore.

"You can't leave this room until you've accomplished its purpose. Which is to make you discover what you truly are" Nightmare Moon said with a laugh. Luna was shocked and now completely scared.

"What have I gotten myself into?" she wondered

* * *

Luna has entered The Room of Self-Actualization and her trial to face her inner demon has begun.  
Vector has met Vinyl. daaaw-ish  
and our heroes have arrived in Appleloosa to find Eggman and get the emeralds back.


	47. The Fight Has Been Doubled

i own nothing except the fanfic, Stargazer, Starblazers, Red Giant, White Dwarf, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, The Room of Self-Actualization, Egg Emperor Mk II concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

The Fight Has Been Doubled

Luna dodged to the left as a Nightmare bolt flew past her, she charged up her own magic and fired a Lunar Bolt at Nightmare Moon. The mare laughed as she dodged and sent a pulse of Nightmare magic through the floor which upon contact with Luna sent shocks up her body and lifted her off the floor only to land a few feet away and skidding to a stop. Luna grunted as she stood up and glared at her darker self.

"I won't lose to you. I'll emerge from this room with you gone forever" Luna said.

"Every moon has its dark side. Just because you can't see it, doesn't mean it isn't there." Nightmare said.

Luna just growled and fired a pulse of lunar magic and a lunar bolt at her. Nightmare erected a barrier to protect her from the attacks before seeing Luna, enveloped in lunar magic, tearing through the shield and slamming into her. Nightmare hit the ground hard and skidded a bit before standing up again.

Nightmare Moon conjured up a lot of magic, making clouds form and lightning strike. This lightning was a pure black with a white outline. Luna did her best to avoid them, one of the lightning bolts striking her right side on her cutie mark. She fell to the ground, holding a hoof to the searing wound, seeing that it was burnt and the fur was gone.

"Every moon has its eclipse" Nightmare said darkly as she stood over Luna with a grin that sent chills down her spine.

Appleloosa Outskirts

Chief Thunderhooves and our heroes finally arrived at the tribe settlement of his people. A lot of buffalo turned to welcome their leader back and to welcome the new and the familiar faces that were behind him.

"Rainbow Dash!" came a voice belonging to a young female buffalo. Dash turned and smiled happily when she saw the buffalo run towards them to give them all hugs to welcome them back.

"Little Strongheart. It's good to see you again" Dash said happily.

"It's a relief to see you guys, I'm guessing you and your new friends are here to do something about that vulture?" she asked.

"Vulture? No, we're here to stop a bald guy from taking over the world" Dash said

"That's who I was talking about, bald and flies around, it's a vulture" she said. It was then they all understood why she called him a vulture at the least.

"So who are you guys?" Little Strongheart asked Sonic and his friends. They smiled and introduced themselves. Little Strongheart was just amazed at them.

"It's nice to meet you all. I'm glad you're here to help" she said.

"My people, ready yourselves, we shall take our friends to the fortress of the vulture, and tear it down piece by piece!" Chief Thunderhooves said, earning hearty cheers from his people as they lined up to head out.

"You my friends shall ride our backs to the fortress, you'll need all the strength you can get" Thunderhooves said.

"Thanks a lot" Sonic said happily as he and the others board the backs of the buffalo before they headed out toward Eggman's fortress.

With Luna

Luna used her magic to stabilize the use of her leg as she moved to avoid Nightmares attacks, one grazed the top of her muzzle, just between her eyes and nose, right on the bridge. This caused her to yelp in shock as her magic faded and her full weight hit her bad leg and she fell. Nightmare laughed as she approached Luna, conjuring a spell in her horn. Luna thought fast and fired a Lunar Bolt when Nightmare got close enough. The attack struck Nightmare right in the face. Causing her to shriek and reel back as she reached her forelegs up to her face and stood on her hind legs.

Luna grinned before using a Lunar Pulse to knock Nightmare off balance. The grin became a triumphant smile as she watched Nightmare Moon hit the ground hard. Luna slowly stood up and began to conjure clouds above Nightmare.

"In the name of the Moon I will punish you!" she exclaimed as she fired a Lunar Lightning bolt from the cloud, watching as it struck Nightmare. A shriek of pain was heard as the bolt made contact with her left cutie mark. Now both mares had a bad leg, and an even badder attitude toward one another. Nightmare growled as she stood back up and glared at Luna with pure hatred the room slowly began to turn a pure black color and Nightmare Moon took off into the sky. Luna followed her, both of them flying and ready to trade blows once again. Luna was thankful that Nightmare Moon's armor and hair helped make her visible in this dark expanse.

The two mares flew back a bit before charging at one another at full speed. Their eyes burning with the strong desire of the seeing the other fall.

"I will be victorious!" they shouted in unison as they collided.

Eggman's Base

"Sir, there seems to be a large group of buffalo heading this way." A robot reported.

"And this concerns me how?" Eggman asked, not really caring about a pack of dumb buffalo.

"Well, Sonic and his friends are riding them. They'll be here soon" the robot said. Eggman broke out into an evil laugh and smile.

"Good, I've been waiting for them" he said.

Outside the base

They stopped and looked at the fortress, it wasn't very large yet it was still pretty big.

"We will be the main charge and get the door open for you. Then you go in and put a stop to him for good" Chief Thunderhooves said. Sonic and the others, who at this point were off the buffalo and to the side nodded in agreement.

"Be careful Chief" Sonic said.

"Same to you" Thunderhooves said before he and his tribe stampeded at full speed toward the base. A few doors opened and robots exited the base, armed with weaponry.

"Aw hell" Sonic said before speeding off to stop the bots, Rainbow close behind him. The others began to head toward the base as well.

Sonic and Dash reached the bots and quickly began to destroy them, thankful no shots were fired. Once the bots were down they heard a whirring sound and Sonic realized, "these towers have turrets on them!" he said before using his speed to scale the tower.

Once at the top he began to turn the turret to the other. Dash, upon seeing that, went to the other turret and turned it. The turrets opened fire and destroyed each other. Sonic gave her a thumbs up; she just smiled happily at him. The buffalo made contact with the base, slamming into it hard. The force was great enough to make the door fall.

"Go my friends!" Thunderhooves said as more bots appeared. "We shall handle them. You take care of the heart of this!" he said as he and his tribe readied to fight the bots.

"Let's go!" Sonic said before heading inside with Dash and the others. The tribe rushed at the bots, determined to see this effort successful.

Inside the Base

The interior was pretty odd; it was just a big open area.

"Is there a doctor in the house?" Sonic called out before a familiar laugh was heard. Eggman descended from above in his mobile, floating in front of Sonic and the others.

"I'm glad you showed up Sonic. Because now I can eliminate you for good!" he said as his E-Chaos bots showed up and landed between Eggman and the heroes.

"Tear them apart!" he ordered before the robots lifted their weapons, each looking uniquely different. As well as the color on each of their chests, which was an E with the color of their emerald. While the rest of the bot was black.

Red had a flamethrower type attachment for a weapon, Green had a type of wind turbine, Blue had a water cannon, Yellow had a sort of Tesla Coil device for electricity, Cyan had a device for shooting a concentration of liquid nitrogen that would freeze anything on contact, Purple had a machine on its back that seemed to pump dark clouds out, and White had a device for light production. They all stood before our heroes and readied their weapons before charging at them.

"2 an emerald, go!" Sonic said as he and Dash took on the Cyan bot. Shadow and Twilight were up against the Red both. Silver and Trixie took on the Green bot. Tails and Fluttershy the Yellow bot. Rouge and Rarity fought the Purple bot. Espio and Pinkie Pie took on the White bot. Knuckles and Applejack battled the Blue bot.

Sonic and Dash dodged an ice beam from the Cyan bot. They circled around it quickly and kicked it in the back, sending it into a wall. The bot got free and fired another ice beam at them, which they dodged easily. The bot then started to spray a mist of sorts.

"That's all you got?" Sonic asked as he rushed through the mist, only to trip and fall due to the fact his feet were now frozen solid. Dash stayed above the mist and slammed into the bot, pinning it to the wall before slugging it in the face. This proved to hurt her more than it, since it couldn't feel pain. With a growl she kicked off the bot and flew up a bit before starting to turn and rush at the bot again. The bot quickly fired a beam of ice, managing to freeze her wings. Dash was helpless as she fell and hit the ground hard. Sonic curled into a ball and began to spin before rolling toward the bot at high speed, taking out its legs before using his bounce attack to go up into the air. He then used his bounce attack again and again to pummel the bot, successfully defeating it and freeing him and Dash from the ice.

"Woo hoo! Good ol wings!" Dash said happily as she stretched them out and flapped them happily. The bot soon vanished along with the emerald, which left them both surprised.

Shadow and Twilight stared down the bot before it began to fire fireballs at them. Twilight erected a shield around them. Letting it down for them to launch Chaos Spears at the bot. The bot was stuck by the attacks and soon fell in a heap, disappearing soon after.

"That was way too easy" Shadow said, earning a nod from Twilight.

The Green bot produced high winds to keep Trixie and Silver away from it. Silver concentrated and fired a psychic blade, cutting and damaging the weapon of the bot. The wind finally stopped and Trixie grinned as she fired a magic blade at the bot, cutting it in half. The bot vanished as it fell to the floor, leaving them to wonder what was happening.

The Yellow bot fired a pulse of electricity at Tails and Fluttershy, all that really happened was that their hair poofed up. They both turned to one another and laughed. Changer grinned and took the form of a Buffalo before charging at the bot and ramming it hard into the wall. The bot vanished and Changer reverted to normal, wondering where it went.

The Purple bot cast a veil of darkness around Rouge and Rarity, leaving them without sight. Rouge's sensitive hearing picked up on the bot and she slapped a sticky bomb on it before grabbing Rarity and flying away. An explosion soon rang out and the darkness faded. Rouge and Rarity turned to see where the bot was, but it was nowhere to be seen.

The White bot fired beams of light at Espio and Pinkie, who were easily dodging the attacks. Espio threw a few shuriken, disabling the weapon. Pinkie pulled out her party cannon and blasted the bot, causing it to vanish.

"Now what the hay was that all about?" Pinkie asked, earning a shrug from Espio.

The Blue bot blasted water at Knuckles and Applejack, keeping them away from it. Knuckled then got an idea, he began to focus energy and soon was glowing red. He charged at the bot at full speed.

"Heat Knuckle!" he shouted, the bot hit him with water, but Knuckles kept plowing through the water, eventually reaching the bot and laying waste to it with a flurry of attacks that made his hands catch fire. He released all the energy in a final punch and the bot disappeared.

"What the?" he wondered before Eggman began laughing. Everyone turned to him and saw the bots laying around him.

"Time for the fun part!" Eggman said before the husk of a big bot emerged from beneath him. It seemed to just be the body. Eggman entered the hollowed out center piece and the E-Chaos bots began to float. Soon changing their shapes and attaching to the bigger bot. What the final product looked like was certainly shocking to Sonic. It looked like a Black Egg Emperor with a strange circular saw blade like symbol with the 7 colors of the emeralds making it up on the center of the bot.

The bot had 4 arms, each holding lances, it had two jet propulsion engines, and quite a menacing looking face. "Meet Egg Emperor Mk II!" Eggman said from within the bot as it hovered in front of the heroes.

"Oh boy…" Sonic said as he looked at the menacing looking upgrade to Egg Emperor.

* * *

i know it seems rushed, but i will be working on making the next one a good quality chapter. so it may be a while before anything is posted.


	48. Luna's Eclipse

i own nothing except the fanfic, Stargazer, Starblazers, Red Giant, White Dwarf, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, The Room of Self-Actualization, Egg Emperor Mk II concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Luna's Eclipse

Luna and Nightmare Moon clashed, holding each other at the shoulders with their hooves. Both of them face to face and growling with their teeth barred as they glared into each other's eyes. Their horns touched, sparking with magic and clashing with one another. They distanced themselves from the other before rushing back in and clashing with thunderous clashes that rang through the empty expanse of darkness. Each clash was like a firework exploding, bright and loud.

They hovered a distance from each other, panting heavily before unleashing beams of magic. Luna's laced with the power of the moon, while Nightmare Moons was laced with nightmare magic. The beams collided, sparking at the point of impact as each mare tried to win this war of attrition with every ounce of their being. With a mighty roar Luna unleashed her fury in the beam, overpowering Nightmare Moon and hitting her horn with the beam. Nightmare flew back before righting herself and growling at Luna. Smoke coming from her horn from the injury it received.

Nightmare Moon began to grin before ditching her armor and fading into the dark. Luna blinked as she tried to find her darker self before feeling Nightmare's rear hooves bucking her in the back, hard. Luna grunted from the hit as she was sent flying, she stopped herself and turned.

"Where are you?!" she shouted in the darkness. Her eyes went wide with fear when Nightmare's fore hooves wrapped around her from behind.

"I'm right here, and I always will be." She whispered into her ear. Luna gritted her teeth before conjuring an electric spell and zapping Nightmare to get free. Nightmare hissed before disappearing into the dark. Luna looked around, trying to find her. Nightmare was creeping in the darkness below her, grinning madly as she prepared to strike. Luna smirked before looking down and hitting her in the face with a magic bolt. Nightmare yelped in pain as she moved her fore hooves to her face as she became visible again.

"How?!" she asked in frustration and confusion.

"That electric shock served two purposes, one was to get you off of me. The other was to place some of my magic on you so I could tell where you were. I just wanted to act helpless so you'd fall for it hook, line, and sinker." Luna said with a confident smirk. Nightmare began to laugh, which confused Luna.

"What pray-tell is so humorous?" Luna asked. Nightmare stopped laughing, leaving a smile on her face as her horn lit up. As soon as it lit up a dozen or more magic arrows were positioned around Luna.

"You think I was simply moving without detection? Oh no my dear, I was also laying traps for you. Like this one." She waved her hoof and the arrows immediately shot at Luna, she did her best to avoid them. She winced as she felt some graze her hind legs and side, leaving superficial cuts. She could feel the blood begin to mat her fur around the injuries. Luna looked at Nightmare with pure hate in her eyes.

"What pray-tell do you think you're glaring at?" Nightmare asked, mocking Luna. Luna growled at her, angered by that. She then had a thought, one that didn't bring a smile to her face.

/sis…forgive me…/ she thought before conjuring magic.

"Show me what you have cooking in that feeble mind of yours." Nightmare Moon said, confident in her success. Luna continued to conjure her magic, the blood in her fur began to lift up and swirl around her horn. Nightmare saw it reflecting the light of the magic in her horn and immediately seemed to be worried.

"Blades of Blood!" she shouted as the blood was enhanced with magic and created giant red blades of magic that flew toward Nightmare at high speed. The blades spun and swirled around one another as they struck their target, who was too stunned to have dodged the blood magic. The blades tore into her flesh, cutting her along her sides, legs and face. The spell ended quickly and wasn't too strong, since it was just a small amount of blood.

Nightmare growled at Luna, "You insolent little welp!" she shouted angrily at her. Luna was panting lightly, since Blood Magic did draw on a small bit of life force. She was fortunate it was a small amount of blood.

Nightmare began to laugh, "You have given me quite the weapon!" Nightmare Moon said as she began to focus her magic and every drop of blood from her injuries. The blood swirling around her horn.

"Bloody Torrent!" she shouted as she fired the magic enhanced blood at Luna. The blood surrounded her and spun around, faster and faster as they began to cut into her flesh. Luna could feel the stings of every cut before the blood blades stopped and exploded violently, sending her into the floor of the expanse. She hit the ground hard and groaned in pain as she tried to get back onto her hooves, which proved very difficult.

Nightmare laughed as she descended to the ground, landing near Luna. Luna just looked at her and growled weakly as she lay there covered in cuts and bruises.

"Still got some fight left in you I see." Nightmare said with a bored expression, growing tired of this pointless fight.

"So long as I draw breath, I will not lose to you." She said

"Then I'll just have to stop you from breathing." Nightmare said coldly as a dark tendril wrapped around Luna's neck and began to squeeze. Luna struggled against it to get it off, but all that proved to do was make her more worn out and easier to kill. Her eyes soon began to fill with tears, which soon streamed down her cheeks. Her mind going to her sister, her friends, how she failed them all.

"Soon my little pony, you will die and I will take that which is rightfully mine." Nightmare said with a sick grin. Luna's face began to turn a pale blue as the blood flow began to cease as did her air intake. She blacked out at this point.

During this blackout she saw horrible things, death and destruction everywhere, Nightmare Moon being the cause. She could see the bodies of her friends, her sister. That was all it took, she regained consciousness and her power exploded forth. The tendril lost its grip and she took a breath of air as the room began to turn a bright white. Luna then unleashed her power onto Nightmare Moon, sending her flying. She gave chase and slammed her into the ground before chaining her down and jumping back.

"I'm gonna have to thank Shadow for this idea" she said as the room turned black with a single full moon above. She began to conjure a lot of magic before raising a hoof and swinging it down.

"Lunar Judgement!" she shouted as a blast of pure Lunar Energy rained down upon Nightmare Moon. The screams of anguish emanating from the mare indicated it hit its mark. Once the energy stopped the room became gray again. She approached Nightmare, who was lying in a heap.

"I have won, I have proved I've no use for you" Luna said. Nightmare just scoffed and weakly pointed a hoof toward where the doors would be.

"Tell me…what do you see?" she asked. Luna turned and saw no doors there.

"I don't understand…" Luna said.

"Of course you don't you ignorant foal!" Nightmare shouted. "You haven't accomplished the room's purpose." She said as she started to stand up again, filling with energy by the second.

"And another glorious thing, since I'm just a figment of your darker side and this room conjured me up. I'll be around until you accomplish the room's purpose. Or until you die, whichever happens first" Nightmare said with a laugh.

Luna stared at her darker self, now out of trump cards and having no idea what to do now. She was literally cornered with no way out.

Eggman's Base

The Egg Emperor Mk II hovered in front of our heroes, neither side having made a move yet. Both sides just stared each other down for what seemed like the longest time. Suddenly the Egg Emperor Mk II began to move, swinging its lances and sending out blades of energy that matched the direction of the slice. He swung one at a time, trying to hit any of them. Sonic and the others acted fast and started to move to avoid the attacks. Eggman laughed as he continued to attack. Pinkie grinned as she loaded Espio into her party cannon and fired him at the bot. Espio had a rope with explosive tags on it, as he flew at the bot he tossed a kunai at it, only to see one of the jet thrusters move from behind the bot to the front to act as a shield. The kunai knife bounced right off of it.

"Dammit" Espio said as he dropped the rope and landed safely on the other side of the area.

"Nice try Espio, but you'll have to do better than that to damage this bot" Eggman said triumphantly as the jet returned to behind the bot.

Sonic ran up a wall and jumped at the bot, Dash just flew at it fast as she could. Eggman laughed.

"Air Pulse!" Eggman shouted as wind emanated from the bot, blowing them away. The lances then ignited.

"Fire Storm!" Eggman shouted as the arms all swung in unison, firing an asterisk shaped fireball that exploded violently and spread rapidly around before dying down quickly. Some of the heroes got singed from it, but thankfully no one was severely hurt. Sonic ran at the bot again, determined to beat Eggman.

"Freeze" Eggman said as he stabbed the floor and made it slippery as ice. Sonic lost his traction, slipping and landing on his butt as he slid across the floor. He noticed the rope Espio dropped and grabbed it as he slid past before coming to a stop near the bot. he stood up and jammed the kunai in the foot of the bot before running and stopping on purpose to start to slide. Using the rope to control his direction he began to move to the left and he jumped, causing the rope to wrap around the bot as he kept going. Soon he reached the end of the rope and let go, flying straight into a wall.

Espio, after having seen that, made a tiger seal with his hands and the explosive tags did their job, exploding right on the bot. Smoke soon surrounded the bot as the sound of multiple explosions rang out. When the smoke cleared the Egg Emperor Mk II was still there, seemingly unaffected by the explosions.

"Very clever, managing to sneak through my shield and deliver a blow to the Egg Emperor Mk II." Eggman said. "Too bad that's not gonna cut it!" he said as he began to swing all 4 arms rapidly, sending out a flurry of energy blades at the heroes.

The heroes found this much harder to dodge and when they saw what it did to the floor and wall that were hit by the blades, they were glad they managed to avoid it. The floor and wall were completely obliterated.

"Chaos Spear!" Shadow and Twilight said in unison as they fired a twin Chaos Spear attack. The jets moved to the front and blocked the attack with ease.

"Too bad, so sad" Eggman taunted before firing more energy blades. Silver managed to catch a few with his Psychokinesis before throwing them back at the bot. The jet moved to block the attack, the blades were destroyed upon impact with the shield.

"What?" Silver wondered in shock, having been sure that would work.

"Very clever, using my own weapon against me. I'm sure you expected the Shield to either ignore it or be destroyed by it." Eggman said. "Well news flash, I made the proverbial unbreakable shield. But I was sure not to make an all piercing lance" he began to laugh triumphantly; his new Egg Emperor seemed invincible.

"How in Equestria are we gonna beat him?" Dash wondered, feeling helpless.

* * *

Luna seemed to have Nightmare beaten, only to have her Full Moon Eclipsed. (see what i did there with the title?)  
also yay for Luna making a second anime reference. can you guess it?  
Egg Emperor Mk II is giving our heroes quite the struggle, how will they defeat it?


	49. Luna's New Moon

i own nothing except the fanfic, Stargazer, Starblazers, Red Giant, White Dwarf, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, The Room of Self-Actualization, Egg Emperor Mk II concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Luna's New Moon

Nightmare walked up to the timid Luna and struck her in the mouth with her fore hoof before swinging the other to slug her again. Luna felt the blood ooze from her lip and mouth from the hits. Falling to the ground in a heap as she groaned softly from the pain in her jaw.

"All the fight gone? No more resistance?" Nightmare asked as she moved Luna's head to face her with her hoof.

"How pathetic, Princess of the Night. Such a title doesn't deserve to be yours." She said with a scowl.

"No wonder all your subjects fear you, you are no princess. You are just a mare with a delusion." Nightmare said before grabbing her with a dark tendril and slinging her around, slamming her into the ground over and over again before tossing her. Luna could feel the tears leave her eyes as she felt utterly helpless in this situation. She didn't know what to do, she didn't know anything anymore. Her mind began to reflect on everything in her life, her family and friends, her trials. Then something popped up in her head, Pipsqueak, a young colt that had recently begun writing to Luna ever since that Nightmare Night. A small smile appeared on her face as she began to push Nightmare's words away and stood back up.

"I am Luna! Princess of the Night!" she shouted with incredible vigor as a pure lunar aura appeared around her, white in color as her power reached an incredible height. Her eyes turned a pure white as her mane turned a cosmic fiery blue.

Nightmare was startled by this sudden turn around. Luna grinned before rushing at Nightmare before summoning multiple stars and making them rain down on Nightmare. Each one exploding on impact as Nightmare screamed in pain.

"You think you've won?! I'll just keep getting up!" Nightmare Moon shouted as she charged at Luna, full speed with a dark aura surrounding her. Luna charged as well, clashing with her. The energies built up before knocking them both back, causing Luna to revert. She landed on her hooves and looked up, watching as Nightmare Moon was coming in for the kill.

/I can't kill her…and that's not why I'm here? So why?/ she thought before she realized something and smiled sadly. /she was right all along…damn her/ she thought.

"Any last words?" Nightmare asked as she got closer and closer.

"You were right" she said softly. Nightmare stopped right in front of Luna, just inches away.

"What?" she asked, a little confused.

"We are one in the same. It's nopony's fault but my own for why you exist. You are the side of me I pushed away, the side of me I needed most. Every moon has its dark side right?" she asked Nightmare with a smile. Nightmare landed in front of her and raised her hooves as if to strike her. Luna recoiled, prepared for the blow that never came. Instead to her shock she felt Nightmare Moon hugging her. Tears fell down her muzzle as Nightmare hugged her lighter self.

"That's what I've been saying all this time. Thank you Luna…for finally seeing the truth" she said as Luna hugged her back.

"I'm sorry I didn't see it sooner" she said as Nightmare vanished, returning to her heart. In that moment Luna felt power surge through her before her fur turned a richer color than before. Her mane became a little longer, same with her tail, turning into a more vibrant blue color. She smiled, feeling vast power within her.

"I see now, this is incredible" she said. Nightmare Moon no longer existed as a separate entity, but was now one with Luna. Their power as one, their hearts as one, and minds as one. There weren't two voices anymore. Just the voice of Luna as she felt incredible from the change in her from doing this.

"Now I really do know why this room is called the Room of Self-Actualization. It is used to help a pony discover who they really are as an individual. Incredible" she said as the doors appeared and she exited the room.

Celestia was smiling as her sister came out of the room, shutting the doors behind her.

"You did it little sister, congratulations" she said happily before they embraced each other in a hug.

"Thank you Tia" she said happily. Her stomach growled loudly, causing her to giggle. "I could use some food right about now" she said before they both ended the hug and went down to eat.

Eggman's Base

Eggman laughed as the bot swung its lances at the heroes. The lances laced with Electricity, sending out blades of energy that were sparking with electricity. Every time they hit the metal of the base the electricity shot through the entirety, since metal was such a good conductor. The heroes could feel the shocks of each strike as the attacks hit the metal.

"How in Equestria is he so strong now?" Twilight asked

"The power of the emeralds. Remember how I told you that all 7 bring about miracles and incredible power, the likes of which you've never seen?" he asked.

"Well, looks like I'm seeing it now huh?" she asked, completely mind blown by the fact 7 little gems could bring about such incredible power.

"You all have no hope!" he said as every attack launched by our heroes bounced off of his shield.

"There's no way…" Rainbow Dash said as she fell to the ground, exhausted.

"No, there must be a way! Everything has an Achilles' Heel." Twilight said remembering what Shadow taught her before it clicked, Sonic had managed to stab that kunai into its foot earlier. She grinned as she ran at the bot and avoided its attacks before getting directly under it. Her body glowing red as she grinned.

"Chaos Blast!" she shouted as her energy exploded forth, pushing the bot up and doing damage to it. When the attack ended the bot did have visible damage to its body.

"You little…" Eggman said as he moved back and focused light energy in two lances and dark in the other two before firing two concentrated beams at her one of light and one of dark. The beams began to spiral around one another as they closed in on her. She put up a barrier just in time to block the attack, which nearly shattered the barrier.

"Well there's a weakness. Time to exploit it" Shadow said as he readied a Chaos Spear.

/Dammit…looks like I'll need to be a little more careful/ Eggman thought. He charged forward, engulfed in flames as he rushed at the heroes. Shadow fired his Chaos Spear as the bot passed him, doing damage to it. Silver quickly used his power to hold the bot, which was successful.

"Let him have it!" he shouted before Twilight and Shadow fired a twin chaos spear, Trixie fired a magic blade, Pinkie fired her party cannon, Espio threw a few exploding kunai, and Rouge tossed a few sticky bombs. The bot took heavy damage before breaking free of Silver's grip. Eggman growled in intense hatred.

"You vermin won't get another shot like that again!" he shouted as the jets combined and moved in front of the bot and began to spin rapidly, energy charging deep within it. Tails saw that and donned his armor, which was now about 75% restored. He got his rings out and activated absorption mode. Fluttershy saw this and got scared.

"Tails, are you sure?" she asked.

"This may be all we can do to bring him down. I have to take that chance" he said. She walked up and kissed his cheek before distancing herself.

"Be careful…" she said softly.

Eggman grinned as it reached full charge and fired the powerful beam from the jets. Tails stood in the path of it and held his hands out. The beam made contact and the absorption began. He soon found this was far more powerful than the Harmonic Blast, his systems already getting overloaded by it. He kept absorbing it, electricity sparking throughout the suit as it already began to fall apart on him.

"Dammit! Hold together!" he shouted as the beam faded and he grinned, forming the single magnification ring.

"Hey Eggman! Ever hear of Karma?! What goes around comes around!" he shouted as he fired the devastating beam from his suit, which fell apart once again. Eggman saw it coming and put up his shield.

"Too bad!" he said as the shield blocked it, for just 2 seconds. The shield shattered and the beam tore through the Egg Emperor Mk II. Eggman was shouting his fool head off as he was thrown from the machine and sent flying a great distance away. The emeralds fell to the ground as the bot exploded.

"We did it! I always knew we could!" Rainbow cheered.

"Huh…a second ago you were talking about how doomed we were" Twilight teased. Rainbow just huffed at her.

Tails was lying on the ground, worn out from that. Fluttershy went over to him and nuzzled him a bit.

"Hey beautiful…" Tails said softly. Fluttershy blushed and smiled happily.

"Hey yourself, handsome" she replied happily. Sonic walked up to the seven emeralds and smiled happily.

"We got all 7 now." He said before picking them up and giving them to the others. Shadow got the green and Twilight got the red one. Sonic gave Dash the Cyan one, Fluttershy the Yellow one, and himself the Blue one. The white one was handed to Silver and the Purple one to Rouge.

They exited the base and were greeted by stampeding buffalo, they rammed the base hard as they could. The base toppled and cheers of victory rang out.

"My friends, thank you so much for your help" Chief Thunderhooves said with a smile.

"It was no trouble Chief. Glad we could help" Sonic said with a thumbs up.

Canterlot, with Vector

Vector was out and about again, heading to where he first met Vinyl to see if there was more of interest. A smile crept on his face as he spied the white unicorn with the shades sitting on the bench from yesterday. She smiled and waved when she saw him. He smiled and waved back as he went up to her.

"Heya Vinyl, fancy meeting you here" he said.

"Yeah, I had a feeling if I came to this spot I'd see you again Vex" she said, giving him a nickname. Vector didn't seem to mind it and found it a sure sign of their friendship.

"So anything you want to do today?" he asked. She thought for a moment and shrugged.

"No idea" she said with a smile. Vector just chuckled at that, finding it funny.

"Well, how about a nice walk?" he asked. She just smiled and stood up.

"Sure thing" she said happily.

"Hey Vinyl, think you could do me a favor?" he asked.

"Sure thing Vex" she said.

"Could you maybe, not wear the shades?" he asked

"How come?" she asked.

"Cuz I want to feel like I'm talking to Vinyl Scratch, not DJ-Pon3" he said. She just smiled before using her magic to remove her shades. Looking at him with her bright crimson eyes. He just smiled as he looked into her eyes, finding them beautiful. They blushed and looked away once they realized they had been looking into each other's eyes for about 5 minutes.

"Let's get walking" she said, Vector nodded and began to walk with her. They walked and talked, telling more about themselves and grabbing a bite to eat. The sun began set and Vector stood with Vinyl in front of her home.

"I had a great time Vex" she said with a smile. Vector just smiled back.

"Same here, I really like spending time with you Vinyl" he said. Vinyl just smiled more and blushed.

"Hey, how about you come to the Palace tomorrow? I'll introduce you to my friends" Vector offered. Vinyl nodded.

"Sure thing Vex" she said before giving him a hug. "See ya later" she said before entering her home. Vector returned to the Palace, smiling the whole way.


	50. Gaze at the Stars

i own nothing except the fanfic, Stargazer, Starblazers, Red Giant, White Dwarf, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, The Room of Self-Actualization, Egg Emperor Mk II concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Gaze at the Stars

"Glad ya'll could visit for a short while." Braeburn said.

"No problem cousin, we'll be 'round to visit another time. For hopefully longer" she said before hugging her cousin.

"And Knuckles, take good care of my cousin" he said to the red echidna. Knuckles just smiled and nodded.

"I am honored to have fought alongside heroes like you" Chief Thunderhooves said. Sonic smiled at him and held out his hand for a fist hoof bump thing. The Chief gladly accepted this offer and bumped his hoof to Sonic's fist.

"The honor was all ours Chief" Sonic said happily.

The rest of the goodbyes were said and our heroes boarded the train and headed back to Canterlot.

Meanwhile…

"The time has come my dears." Stargazer said with a wild grin. "It is time to take Equestria for our own."

Clarity and Midnight just nodded, eager to head out. Midnight seemed different though, her coat was a darker shade of purple than it normally was and her hair was more mystical, much like the princesses. A grin appeared on her face as she felt her eagerness to kill Twilight Sparkle rise in every inch of her being.

Canterlot one day later

Our heroes exited the train and were greeted by the warm smiles of their friends. Twilight, amongst all the welcome backs, saw Luna and noted she looked different. Luna smiled at her friend and went over to her. The two mares gave each other a warm hug.

"Good to see you Twilight Sparkle" Luna said with a smile

"Likewise Luna" she said happily.

The peace was shattered as a bright flash went off in the distance. Following the flash, about a minute later, was a loud boom.

"What the hay was that?" Rainbow asked.

"It looked like it came from Trottingham" Celestia said before another flash of light and a booming sound occurred.

"That looks like it happened in Manehattan" Luna said before a voice began to ring out throughout the whole land.

"Citizens of Equestria! Gaze upon your new ruler!"

"Stargazer…" Luna said with venom in her voice.

"The Stars forever watch you, just as you watch them. The Stars judge you, and for your sins and crimes. Death awaits you all!" he called out with a maniacal laugh as another city was engulfed in an explosion.

"Dammit!" Luna said before she closed her eyes and concentrated. "Found him! He's heading for Ponyville" she said.

"We'll never make it" Silver said before Shadow cleared his throat. Everyone began to gather around him, save for Celestia.

"Vex!" Vinyl called out as she ran up to him.

"Vinyl!" he called back before going to her.

"What's happening?" she asked, terrified.

"That Stargazer character is making a final move. We gotta go and stop him" he said. Vinyl just hugged him, tears beginning to fall from the fear she could lose him in that ensuing conflict.

"Hey now" he said as she began to softly sob into his shoulder. "I'll be back, don't worry"

"Do you promise?" she asked, looking into his eyes.

"I promise" he said before she leaned up and kissed his cheek.

"For good luck" she said softly as she blushed. He smiled before heading back to the group.

"Don't worry, he's going down!" Vector called out.

"Chaos Control!" Shadow shouted as he warped them all to where Stargazer was. Vinyl smiled softly, but the fear still remained in her heart. Celestia smiled as she approached the DJ.

"Don't worry my little pony. They'll make it home safe and sound" she said

Grassland outside of Ponyville

Our heroes arrived in a bright flash, and were greeted by the sight they were hoping for. Stargazer and the last of the NightMare 7.

"This is it. This is where the world falls into my hands" Stargazer said.

"Wrong." Luna said sternly as she stepped forward.

"Well lookie here. Seems the princess grew up. Too bad, and I was hoping for Nightmare to come out and play" he said disappointedly.

"Oh don't worry, I'll make your final hours a living nightmare!" she shouted before charging at him. He laughed as he took to the sky and she followed, ramming into him. He grunted before kicking her off.

"Sagittarius Shot!" he shouted as he made his bow and fired the arrow. Luna conjured up a barrier to block the attack.

"Oh this'll be fun" Stargazer said with a sick grin.

With Twilight

Twilight gazed at her darker self, she looked so different and the power emanating from her was incredible to boot.

"Surprised?" Midnight asked with a grin.

"I decided to get all dolled up for this. Because this is where you will die!" Midnight said, full of confidence as she fired a Chaos Spear laced with magic. Twilight put up a barrier only to see it shatter and the attack hit her head on. To say it hurt would be the understatement of the century.

Twilight stood shakily as she glared at her darker self. She vanished in a flash of light, only to appear next to Midnight and fire a Chaos Spear enhanced with magic at point blank into Midnight's face. The darker mare shrieked in pain as she stumbled back and tried to regain her senses. Her eyesight was wonky, her ears were ringing and it pissed her off. Shadow smiled, proud that Twilight was able to use Chaos Control without uttering the phrase.

With Luna

Stargazer dodged another Lunar bolt from her, growling before he realized something.

"I totally forgot" he said before summoning a horde of White Dwarves. "That's better" he said before a lunar bolt struck him in the face.

With the others

They stared at the large number of Dwarves in front of them.

"Oh boy" Vector said before all them charged at the heroes with blinding speed.

Rarity was left out of that, wondering why before she turned and saw Clarity.

"I believe it's time for us to clash at last. Rarity" Clarity said with a grin. Rarity growled at her, and as much as she hated to get dirty, she prepared herself and became ready for battle.

With the others

Tails dodged an attack from a White Dwarf before blasting it with his arm cannon. The White Dwarf stumbled a bit before a maniacal laugh came from it and it charged at Tails again. Tails dodged again and fired another shot, doing his best to keep the creature at bay.

Sonic was wearing a grin as he and a Dwarf fought at high speed. Sonic was enjoying a fight against just as fast as him, if not faster. Sonic jumped above a lunge by the Dwarf before bounce attacking it into the ground. It laughed before it vanished and appeared above Sonic, punching him in the jaw and sending him into the ground.

Knuckles punched a Dwarf in the face before it grabbed his arm and pulled him into a forceful stomach punch. Knuckles hunched over in pain fell to his knees before the Dwarf kicked him in the back of the head. Knuckles hit the ground face first.

Shadow fired a Chaos Spear at a Dwarf, hitting it square in the face. It laughed as it turned to him and lunged forward. Shadow punched it right in the face before roundhouse kicking it away.

"Chaos Control" he said, stopping time. He fired a good number of Chaos Spears, around 4 dozen of them, having them hover over the Dwarf. He undid the Chaos Control and watched as all 48 spears struck the Dwarf at the same time. He walked up to the resulting small crater and looked in, seeing the White Dwarf was now a brown one and was turning to dust.

"That was disappointing" Shadow said before turning his attention to Twilight's fight

With Twilight

Twilight fired attack after attack at Midnight, finding each attack to be useless since Midnight seemed to have a much higher master of magic.

"Pitiful" she said before launching another attack. Twilight dodged it and used Chaos Control, managing to stop time. She was surprised by this, but wasted no time. She conjured up several Magic Chaos Spears before ending the Chaos Control, watching as they struck Midnight. The darker mare shrieked from the sting of the attacks before grabbing Twilight with a tendril.

"You'll pay for that you little welp!" she shouted as she drug her closer to her face. Twilight struggled but couldn't get free. As soon as she was close though she fired a chaos spear, nailing Midnight in the face. The tendril released her and Twilight tackled her as she glew a bright red.

"Chaos Blast!" she shouted as the energy exploded forth, crushing Midnight into the ground. Midnight screamed in pain as the attack tore away at her. Twilight panted as the attack ended, smiling that she was able to pull that off. Midnight growled as she crawled out of the crater she was in and tackled Twilight.

"You'll regret ever harming me!" Midnight shouted as she released her own Chaos Blast. Twilight screamed as the attack burned and tore at her. When the attack ended she was lying in a crater.

"Too bad Twilight" Midnight taunted before getting a magic bolt to the face. She rose her hooves to her face, covering it.

"What is it with you and hitting me in the face?" she asked as Twilight climbed out of the crater.

"Boom Headshot" Twilight said with a smirk. Midnight just growled at her, furious.

With the others

Pinkie, Trixie, Applejack, Rainbow Dash, and Fluttershy had to use their super forms in order to fight the Dwarves and beat them quickly. Only about half of the White Dwarves remained now.

Silver fired a Psychic blade, cutting one in half and killing it. Blaze used her fire to incinerate the one that attacked her. Marine used her power gloves to overpower and defeat one. Vector used his bubble gum bombs to defeat his, while Espio used his ninja tactics and did his best to avoid any kidney shots this time. Charmy and Cream used their childish cunning to cause the white dwarves to fight each other and destroy themselves.

Big used his fishing pole to swing that death ball of his around, trying to hit a Dwarf. It just laughed as it dodged each attack, getting closer to Big. Big grinned before belly bumping the Dwarf before tossing the ball high and yanking it down hard. The ball struck the Dwarf with huge force, making a small hole in the ground from the impact. When he checked to see if it was defeated, all that was there was dust.

Dash was back to back with Sonic, they both smirked before they did a quick switch. Sonic using a Sonic Boom on the one Dash was fighting and Dash using her red lightning to destroy the one Sonic was fighting. Both of the Dwarves became dust. Dash cheered before planting a kiss on Sonics lips before flying off to help the others. He blinked before going around to help as well.

Amy had seen that, her eye twitched as rage and confusion and flat out denial of what she saw built up. A Dwarf approached her and was hit by the hammer as she realized what she saw was the truth. She turned to the Dwarf with pure rage and hatred in her eyes before pummeling it mercilessly to death.

With Rarity

Rarity charged at Clarity, who met her halfway. The two ponies clashed and Rarity batted Clarity in the face with a hoof. Clarity growled before punching Rarity and knocking her to the ground. Rarity curled up, trying to protect her body.

"How pathetic…you're so scared of a simple fight." Clarity said with a scowl before Rarity grinned and quickly rose up. She coiled her hind legs and bucked Clarity right in the jaw. Clarity felt the blood run down her chin from taking that hit.

"Who says being a Drama Queen is a bad thing?" she asked.

"I'll show you why" Clarity said before blasting her with her magic, it didn't do any damage though.

"It didn't do anything" Rarity said. Clarity just smiled.

"I was named Clarity because I can see all the desires of the heart. And now that I know yours, it's my weapon" she said as she activated the energy that was seeping into Rarity.

Rarity fell to the ground as the energy began to settle in her heart. Images flashed by, words of disgust entered her ears. All her worst fears, they seemed so real as they were shown in front of her. Other's hating her, and her designs. Her friends, and even Fancy Pants were amongst these illusions.

She began to cry as she curled up, as if to protect herself.

Rouge, after seeing that got worried. The Dwarf smirked and went for a punch. Shadow intercepted the punch, catching the fist. Rouge saw that and smiled.

"Go!" Shadow said before tossing the Dwarf back. She nodded and ran to Rarity, and to say she was prepared for this part would be an understatement. She saw Rarity in a slump, muttering things of discouragement.

"I'm no good as a fashonista….I'm no good as a pony….I'm just a nopony…I'm nothing…" she said through her utter depression.

Rouge could feel déjà vu creeping into her chest as she heard Rarity utter those words.

"You can do this Rarity! Remember when I thought myself a failure when we were captured by that Fancy Pants guy? You cheered me up, helped me get back on my feet. Now It's my turn to get you up" Rouge said. "You can't lose to some cheap imitation! Show her how true originality is supposed to be." She cheered on.

Rarity stood up shakily as she felt her confidence rise and rise.

"Yes, I'll show her just what I'm made of." She said before her element appeared and the earth at her feet rose up and covered her completely. A blinding flash occurred and when it faded Rarity was standing there with Gemstone armor. A helmet similar to the one Dash had her make per her instructions, before finding out it stank, was on her head. It was made of multiple jewels. Along her body was armor similar to the royal guards, only made of ruby sapphire and emerald. Her hooves had gemstone slippers on them. Her legs even had protective gemstone armor. She stood there not as Rarity, but as Gemstone Rarity.

Clarity growled at that.

"You don't learn do you? I'll just break you again!" she shouted before releasing a pulse of her power again. Rarity smiled as she was hit by the energy, she kept smiling as she fired it back at Clarity.

Clarity could feel the power hitting her, settling quick. She growled at Rarity with hate in her eyes.

"You'll pay for that!" she shouted as she charged forward. Suddenly she stopped and seemed to get very frightened before screaming bloody murder. Rarity smiled at that before stomping the ground. Stalagmites of gemstone rose from the earth, piercing Clarity. Three times she was pierced, her blood running down the stalagmites.

"Damn…you…." She said quietly before she faded away, completely defeated.

"Wonder what caused her to flip out like that" Rouge wondered.

"Simple, she can take your heart's desire and turn it into her weapon. She creates illusions deep in your heart that end up in your head and cause you to become, well you saw what happened to me." She said.

"So what was her heart's desire?" Rouge asked.

"To not be seen as a copy" Rarity replied a bit sadly.

With Twilight

"So it seems Clarity has died" Midnight said before she felt the power enter her, her fur became black as she gained more power. All her previous injuries now gone.

"And you're next, Twilight" Midnight said with an evil smile. Twilight was panting lightly, this situation was getting ugly real fast. Midnight laughed as she used her power to toss Twilight into the air before summoning tendrils to whip at her, cutting and injuring the lavender unicorn before she fell to the ground.

"Time to finish this" Midnight said as she approached her and charged a mighty spell, one strong enough to kill Twilight if it hit.

Shadow noticed Twilight was in trouble and used Chaos Control to get between her and Midnight at the moment Midnight fired her attack, striking him point blank. He fell to the ground, in so much pain that he was numb from it. Midnight growled in rage at that.

Twilight saw that and went to his side, "Shadow no!" she cried out as tears formed.

"Twilight…you can't let her win…" Shadow said weakly.

"I can't beat her…" Twilight said. "Save your strength please" she pleaded as tears fell.

"You can beat her…you told me about when you got your cutie mark…don't push that power away, embrace it…do it…for me…" he said.

"Shadow…" she sobbed softly as she looked into his half open eyes.

"Twilight, you can do this…I know you can…Twilight" now or never. "I…" say it "I…lo.." getting dark "I…lov..Love…y..o..u" he managed to say before his eyes shut. Twilight's eyes were wide opened as she cried even more.

"Shadow! Please wake up! Please…" she said, shaking him as she continued to sob.

"you can't leave me…" she said.

"Don't worry. You'll be joining him soon!" Midnight said as she fired the attack again. Twilight screamed in utter rage as the attack hit her but did no damage.

"Impossible…" Midnight said before Twilight's element appeared on her head and her eyes went blank, glowing an intense white. Her hair became more like Celestia and Luna's hair. Her fur became a more brilliant shade as her eyes shifted back. She glowed the essence of magic. She stood there in her Super form, Arcane Twilight.

"I'll make you regret ever being born!" she shouted at Midnight before firing an Arcane bolt at her. The bolt struck Midnight right on the horn, destroying it. Midnight was beyond shocked at this.

Twilight smiled as a circle appeared around Midnight.

"Tartarus Eruption!" she shouted as the energy of a 1000 deadly beasts erupted from below Midnight, destroying her entirely. Her screams faded with the attack, finally the NightMare 7 were no more. The last of them was dead now.

Twilight turned to Shadow and touched him with her horn, he opened his eyes and smiled at her before standing up.

"I knew you could do-" he was interrupted by her lips pressing against his and her fore legs wrapping around him. He kissed her back as he wrapped his arms around her.

"I love you too, Shadow" she said with a smile. He just smiled back at her, feeling very happy.

With Luna

Luna charged at Stargazer, turning into a magic missile and slamming into him. Stargazer groaned from the hit before kicking her off and holding out his hand.

"Pisces Pull!" he shouted as he used his power to pull her back to him. Once close enough he punched her, sending her flying before using Pisces pull again to make her come close again. He kept this up, as if he was the paddle and she was the ball of a paddle-ball. Luna managed to recover after about the sixth hit or so and fired a Lunar Bolt into his face, causing him to reel back.

"You'll regret that" he said before focusing his power. "Gemini Split!" he said as he split into two.

"Libra Balance!" he said, making the two halves exactly equal in power.

"Sword of Aries" both said before identical swords appeared in their hands.

Luna growled before the two Stargazers rushed at her, ready to cut her into pieces. They both smiled evilly.

"Taurus Charge" they said in unison before ramming into her, knocking her off balance before they both went to attacking with their swords. She could feel the stings of the swords cutting her skin. Her legs, belly, and back received multiple cuts. She growled before using a pulse of Lunar Magic to repel the two attackers.

The two Stargazers laughed as they were pushed back, enjoying this advantage they had. Luna growled before firing Lunar Blades at them. They dodged and she tried again and again, missing each time. She growled again before using tendrils of lunar energy to grab them before sending blades at them and cutting them. She then grinned as she began to focus her magic.

The blood that emerged from the two Stargazers floated to her horn, same as her own blood. It collected and swirled around before she looked up and smiled.

"Blood Bomb!" she said as the blood flew forward and entered the two Stargazers through their cuts. Soon one of them began to expand before exploding in a violent, bloody mess. The blood and guts vanished, since it was the clone. The real one felt the blood explode from his orifices, leaving him in a bad position. He broke free of the tendril before using Aquarius to repair the internal damage.

They both just stared each other down now.

With the others

Gemstone Rarity and Arcane Twilight arrived and used their newfound power to eradicate what remained of the dwarves.

The White Dwarves were all beaten, everyone was worn out from fighting those things. Rainbow Dash smiled at Rarity and Twilight, happy they helped.

"Nice job you guys" Dash said. Rarity and Twilight just smiled.

"Thank you Dash" Rarity said happily.

"Thanks" Twilight said before a loud boom caught their attention, turning their gaze to the sky they saw Luna and Stargazer staring each other down and panting.

Stargazer and Luna

Stargazer knew he was doomed now, his energy was low and without all the stars in the sky he couldn't restore any power.

Luna smirked, "Come on. That all you got?" she taunted, he growled before firing a Sagittarius Shot at her. The arrow flew and struck her, but didn't hurt her. Instead the arrow dissipated on contact.

"I guess that is all you got. Finally, I can end this" Luna said.

/dammit, summoning those White Dwarves and using those abilities…especially an Aquarius for that level of injury in daylight was pretty stupid of me…/ he thought.

Stargazer began to panic, he was cornered and it seemed he had no way out. He glanced down and noticed the emeralds, with a smile he put what he had left into rushing down there.

/perfect, I can use those to become unstoppable/ he thought as he got closer and closer.

He quickly flew through the group of Heroes, attacking the ones with emeralds and stealing them before appearing behind them with all 7 in his possession. Stargazer laughed as the emeralds circled around him.

"Now Chaos Emeralds! Grant me my youth!" he said before the emeralds glowed brightly and began to grant his wish. His body began to change as his muscles became larger and toned, his skin went from pastel white to a mild tan, the two silver bars met at his chest, making an X. His eyes were intense and silver in color. The X was engulfed by the shroud and changed from a pleasant form to that of an intense geyser. Each end seeming to spew the intensity of his energy at an intense rate. The red and black of his suit was altered a bit as the shroud on his head turned into a fiery hair do. It seemed to geyser out of his head, same as the X on his chest. His hair seemed to glow and radiate like pure plasma, much like the X.

"Behold Equestria!" he said in a more youthful deep voice. "Your new lord and master stands before you!" he exclaimed as he used his power to make the night sky appear with a full moon and many stars. Our heroes gazed at him with determination to stop him, he just laughed. The final clash against Stargazer, has begun.

* * *

Well, here it is. Chapter 50.

my god...i never thought it would get this far. i want to thank all of you from the bottom of my heart for this.

you all read it, reviewed it, even talked with me and gave me ideas. the list is too big for me to thank individuals, but i seriously want to thank you all so much for this.

i especially want to thank Lauren Faust for coming up with Friendship is Magic. and Yuji Naka for making Sonic. were it not for them, this story that i'm writing wouldn't exist.

this chapter is also the longest at 4000+ words. if you would like to see a picture of young Stargazer, just visit my DA page: VGFanatic23


	51. Reach for the Stars

i own nothing except the fanfic, Stargazer, Starblazers, Red Giant, White Dwarf, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, The Room of Self-Actualization, Egg Emperor Mk II concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Reach for the Stars

Stargazer laughed as he descended toward the ground, hovering just above it. Luna growled at him as she fired a lunar bolt, hitting him in the face. Stargazer's head reeled back from the hit before he slowly moved it upright again. His smile grew wider, since he didn't feel that at all. What's worse is that he wasn't even damaged at all. Luna was shocked by this, earlier she had him on the ropes. How could using the emeralds create such a drastic shift in the difference of their power?

Stargazer held out a hand, pointing a finger at her before a small Sagittarius arrow was fired out of it. It struck Luna and sent her flying at high speed, she crashed through several trees before finally stopping. She stood up and looked where the arrow hit her, her eyes widening as she gazed at it. There on her shoulder was a wound, and she could tell from the amount of blood that was coming out of it that it was a pretty good depth into her.

Stargazer was as happy as could be, to see his former glory restored. He began to laugh, loving every second of being on top.

"How marvelous!" he exclaimed as he began to focus his power. Up above, where the stars were in the sky many arrows began to form.

"Sagittarius Shower!" he said as he swung his hand. The many arrows began to fall toward Equestria. Striking houses, civilians, and whatever else they could find. Panic began to settle in the hearts of the Equestrians, so much destruction and suffering being brought from above.

Canterlot

Shining Armor, after being instructed by Celestia upon seeing those arrows in the sky, cast his city wide barrier. He smiled as the arrows struck the barrier, but nothing prepared him for what happened next. His barrier shattered immediately and the arrows rained down onto the city. The screams of the citizens of Canterlot rang out as the arrows destroyed everything they touched. He looked up to the sky and saw more and more raining down from the stars, as if each star was firing more than one arrow. He immediately grew concerned over his wife and unborn child and ran to her side.

"Shining Armor…what do we do?" Cadence asked, scared out of her mind.

"Don't worry, I won't let anything happen to you" he said softly as he made a barrier around the two of them, focusing on adding more and more layers to it. Cadence could see him begin to struggle and placed her horn against his to give him strength. An arrow struck the barrier and cracked it, and it wasn't a small crack like what Shining was hoping for. Oh no, this was a big one and another hit like that would shatter the barrier.

Unfortunately luck was not on their side as another arrow struck and shattered the barrier. Shining and Cadence fell to the ground from the destruction of their barrier. Turning their gaze to the sky they watched as the arrows got closer. Shining held her close, not wanting to let her go.

Celestia arrived just in time to use her magic to get them out of harm's way.

"Come on!" she said as she led them to a staircase that went below the palace. At the bottom of the staircase was a large room, a bunker. They got situated in there with all the others as Celestia grew worried.

"Please be safe…" She said softly.

Somewhere in Equestria

Metal Sonic had himself, Gilda, and Mephiles in his black shield. Each arrow that struck it made tiny cracks which quickly mended themselves when fewer arrows were hitting.

"How has it not shattered yet?" Gilda asked.

"This shield is designed to absorb the energy of an impact and disperse it evenly throughout the shield. If a crack occurs the nanites that line the shield's inner membrane repair it when the shield isn't under heavy stress" Metal replied

"Oh, that makes sense…I think" Gilda said. Mephiles just watched the arrows, curious about them.

"What is causing these?" he asked.

"Probably that damned Stargazer creature" Metal said as his shield blipped a bit.

"What was that?" Gilda asked.

"That was my shield starting to fail" he said as it did it again.

"Why is it failing?" she asked, panicked.

"Never did one this big before, plus it was just designed to cover my body. So the added size has put unnecessary stress on it." he said before it failed, luckily the arrows stopped at this point.

"Fortune smiles upon us" Gilda said before Mephiles tapped her shoulder.

"Then what's that?" he asked, pointing behind them where a whole army of Starblazers was forming.

"Annoying" Metal said to answer Mephiles' question.

Outside of Ponyville

Stargazer laughed at the carnage he produced, and kept laughing as the carnage resumed with all the Starblazers that spawned from the arrows.

"I always love the sound of screaming and destruction. It's like a lullaby" he said as he closed his eyes and held out his arms in a pose of relaxation as he listened and heard the screams of the citizens. A huge smile formed on his face as he reveled in the melodic agony of Equestria.

Sonic clenched his teeth as he growled at Stargazer. His hands balling tightly into fists as he gazed at this twisted individual.

Luna took to the air before using her magic to turn into a magic missile as she launched herself at Stargazer. He opened one eye and watched as she got closer. As soon as she was close enough he held out his hand and stopped her completely.

"Too bad" he said as he grabbed her horn and swung her around before slamming her hard into the ground. He took off into the air before making a bow of light appear.

"Sagittarius Barrage!" he said as he fired the weapon, though instead of one arrow he fired hundreds. All of them grouped together as they flew down and struck Luna. Her shrieks of pain and agony filled the air as she was shot repeatedly.

Stargazer laughed as he ended the attack, "Poor Luna. Unable to do anything against me. Just like always" he said before a tendril came up and struck him. Though it did no damage it did do something else. It quickly went to Sonic and dropped the 7 emeralds in front of him, which were grayed out due to their negativity being sapped.

Luna smiled from inside the small crater she lay in. Her body bloody from all the wounds. The tendril vanished as she closed her eyes.

"Give him hell…Sonic" she said softly.

"Seems she was able to do something useful after all" Stargazer said with a smirk.

"Too bad it won't save you from me in the slightest" he boasted. Sonic glared at him before stepping forward.

"You think that you can just terrorize and kill people for the hell of it?!" he asked, full of anger.

"You think it's fun to torture the innocent?! To watch them suffer and die a miserable death?!"

Stargazer just smiled, "How cute, the little guy has a big mouth" he said.

"I'll make you pay for all the suffering you've caused! For the sake of my friends, Equestria, and Luna! I will make you pay!" he said as a mighty roar escaped him, the emeralds floated around him. His fur slowly transitioned from blue to yellow as his quills stood up. In an explosion of light and power Sonic transformed into Super Sonic.

He hovered above the ground a bit, his golden fur glowing with an intense aura. He opened his eyes, revealing red eyes that burned with determination and fury.

Dash's jaw dropped as she gazed at him, this was the first time she saw his super form. The only word she could say about it was, "Wow"

Sonic looked up at Stargazer, who seemed unimpressed. He rose up into the air, staring Stargazer down. This stare down lasted a good while as they both tried to size the other up before Sonic blasted forward with incredible speed.

Stargazer didn't see it coming and soon felt the hard hit of Sonic's fist meeting his jaw. Stargazer flew back a bit from the hit /What?!/ he thought in shock.

Sonic came up from below and kneed his back before going above him and kicking him hard in the chest. Stargazer stopped himself from flying too far and growled at Sonic.

/That actually hurt…/ Stargazer thought in anger, his seemingly invincible younger self just experienced pain from not one, not two, but three consecutive attacks. His earlier high from gaining his youth quickly faded as he tried to comprehend that this little hedgehog not only succeeded in hitting him, but hurting him as well.

"Little insect! You'll regret that!" he shouted as he fired a Sagittarius Shot at him. Sonic swatted it away with his hand. It stung a little, but at least the arrow was gone. Stargazer was shocked at this, this little hedgehog was fighting on equal ground with him.

Sonic rushed at him again, Stargazer blocked the incoming punch and threw his own. Sonic dodged it before kicking Stargazer in the side. Stargazer groaned before grabbing Sonic's head and punching him square in the face.

Sonic reeled back a bit before going higher and curling into a ball before using his Super Bounce to slam into Stargazer and crash him into the ground. He then kept bouncing on him, slamming into him several times before Stargazer used his Cancer Shield to block the next one. He stood up and wiped the blood at the corner of his mouth. Wait…Blood?!

He checked his hand, and sure enough the gooey red substance was there. He snapped, this was the last straw. It wasn't so much the being hit and injured that bothered him, no it was the fact that Sonic had made him bleed. He gritted his teeth as he focused his power.

"Gemini Split!" he said as he split into two.

"Libra Balance!" he said, making their energy levels equal. The two smirked before charging at Sonic. Sonic acted fast and used his spin dash to avoid them before turning around, starting to swing his arm in a large arc as energy filled it.

"Super Sonic Wind!" he said as he fired a blade of air at them, it struck them both in their arms. Both of them losing their arms from a little above their elbows. The clone now missing his left arm and the real one missing his right. They both growled as they used Aquarius to restore their lost limbs.

"That's twice you've made me bleed" he said with anger. They both held up two fingers and began to charge energy into them.

"Star Cutter!" they said in unison as they fired a blade of energy, purple in color. The two blades went straight for Sonic. Sonic acted fast and dodged them, watching as they flew off and hit a cliff face. They blades vanished and became millions of tiny blades that flurried around and completely obliterated a small area around them. The cliff face had a shiny indent from the blades carving it a smooth finish.

"Whoa…good thing that wasn't me" Sonic said before he was punched in the stomach. Stargazer grinned as he launched him upwards where his clone kicked him. Stargazer flew up and kicked him as well. Back and forth Sonic flew as he was attacked, he slowly began to focus energy as he was knocked around like a ping pong ball.

/Hope this works again…just like when I used a fake emerald…Chaos…/ Just before he was hit for the umpteenth time he vanished and struck Stargazer from behind.

"Super Sonic Wind!" he said as he fired it at the clone, cutting it in half and killing it. Stargazer caught himself on the ground and looked up, angered even further by this.

"Chaos Control saves my bacon once again" Sonic said with a grin before noticing Stargazer was headed right for him. He smirked as he charged wind and sound energy into his arm before charging at Stargazer to meet him halfway. Stargazer fired arrows at him, Sonic dove low and quickly came straight up.

"Sonic Boom!" he said as he punched Stargazer right in the gut. The energy exploded forth with the intensity of a Sonic Boom. Stargazer could feel the blood flying forth from his throat and out of his mouth from the sheer intensity of the hit. He was sent flying high into the sky, Sonic smirked as he charged another one up and flew up at high speed going past Stargazer and then turning around. He flew at full speed toward Stargazer, his eyes shining bright with his will to win.

"Sonic Boom!" he said as he slammed his fist into Stargazer's back, the energy exploded forth once again. Stargazers back arched as he cried out in pain from the hit.

Luna smirked at hearing him suffer, it was lovely music to her ears. Stargazer fell to the ground at high speed, slamming face first into the dirt with a loud crash.

Sonic descended, landing near the small crater. Stargazer was in pure agony, he spine was broken, his ribs weren't much better. His internal organs were failing. He vomited more blood as he tried to summon the strength to move his arm, but no matter how hard he tried it wouldn't move.

"How does it fell? To suffer like the hundreds you so recently enjoyed harming?" Sonic asked. Stargazer growled before finally managing to use Aquarius to heal, he then jumped out and punched Sonic in the face. Sonic fell to the ground and tumbled a bit before coming to a stop.

"This is far from over Hedgehog!" he shouted as he held out his arms. The stars glowed brightly before he too became enveloped in that light. A sigh of refreshment came from him as the glow faded.

"One thing I love about starry nights. Is that my power is drawn from them." He said proudly. "As long as there are stars in the sky, I will never lose" he said. Sonic just glared at him, lower on energy than before and he could tell Stargazer was back at full. This was looking bad, real bad.


	52. Round Two

i own nothing except the fanfic, Stargazer, Starblazers, Red Giant, White Dwarf, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, The Room of Self-Actualization, Egg Emperor Mk II concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Round Two

Metal Sonic blasted a Starblazer before turning to another and blasting it. Gilda used her ability to fly to her advantage to attack. Mephiles just fired dark balls to keep them at bay.

"How many of these things are there?" Gilda asked, starting to get tired.

"Too many" Mephiles said as he blasted another. The Starblazers began to gather together, forming multiple Red Giants.

"You've got to be kidding" Gilda said as the behemoths made their way to them.

Canterlot

Celestia stood with her royal guard and Luna's as well to quell the Starblazers. Their numbers didn't seem to dwindle; in fact it was the opposite. The Starblazers greatly outnumbered them and it wasn't getting any easier.

"Damn it all" Shining Armor said as he used his barrier spells to scoop up Starblazers and dump them somewhere. A few guards were getting overwhelmed by the amount of the creatures that piled onto them. Shining used a repulsion spell to remove the Starblazers from the guards.

Then to their horror the Starblazers melded into several Red Giants.

"Stand strong my little ponies, this isn't over by a long shot" Celestia said as she stared at the red behemoths making their way towards them.

Vinyl stayed in the bunker with the other citizens of Canterlot. Scared out of her mind and worried greatly over the wellbeing of everypony, especially Vector.

"Vex…please be alright" she whispered softly to herself before she felt a hoof on her shoulder. Turning she saw Octavia with a soft smile on her face.

"Don't worry, knowing how they've pulled through everything else, they'll be fine" she said. Vinyl just smiled.

"Thanks Octavia…" she said smiling back at her.

With our heroes

Super Sonic stood there panting, he was getting low on energy and Stargazer had done what he never expected. He replenished every ounce of energy that he lost fighting Sonic.

Stargazer laughed as he felt his energy finally top out, satisfied at his full power he immediately went for Sonic. He punched him in the gut before picking him up and throwing him. Sonic landed on his feet, growling at Stargazer.

"Come on! Where's that sharp wit of yours?! Your attitude!" Stargazer shouted as he punched Sonic in the face before kicking him to the ground. Sonic grunted as he hit the ground, feeling pain when he tried to expand his chest. He coughed as the pain wracked him, but this involuntary action just made it worse.

/yeah…definitely cracked one…/ he thought as he held a hand to his ribs. Stargazer just looked at Sonic with an amused expression as the hedgehog tried to stand.

"Time to end your suffering." He said as he made a bow of light and strung it. "Who says I'm not merciful?" he asked with a sneer before a bolt of lightning struck his side and carried him straight up before nose diving and slamming him into the ground.

"I won't let you hurt him!" Rainbow Dash said, eyes burning with fury as she hovered above Stargazer.

"Dash! Stay back!" Sonic shouted before Stargazer grabbed her by the throat and slammed her to the ground before kicking her with a loud booming sound. She skidded along the ground, leaving a groove in the dirt as she slowly came to a stop. She groaned in pain, unable to really move much.

"Bastard!" Sonic shouted as his energy spiked and he rushed at Stargazer, slugging him right in the jaw. Stargazer was sent flying by the hit and Sonic wasn't stopping there. He charged up his energy till he glowed blue and rushed at him fast as light. Going past him and turning to catch him and unleash a light speed flurry of attacks on him before slamming him to the ground. He got on top of him and began to strike his chest, getting faster and faster with his punches and building up energy in them before attacking at high speed and unleashing the energy in a single blast.

The others could feel the attacks as rumbles through the ground. A small crater with Stargazer at the bottom was now where Sonic was. Sonic jumped out of the crater and smirked.

"How's that!" he said with confidence in his victory.

"Annoying" Stargazer said from behind him, his face right next to his. Sonic's eyes widened as his body locked up in fear. He was so fast that Sonic didn't even see it. Stargazer blasted him with a Sagittarius Shot, causing him to land by his friends.

"Sonic are you alright?" Knuckles asked as he ran up to him.

"Not too sure…" he said with a weak chuckle.

"Princess Luna! Are you alright?" Twilight asked as she went over to her, Luna just looked up at her and smiled.

"I will be...no mortal wound is afflicted" she said. Twilight sighed in relief that Luna was alright.

"Do you think you can undo this night sky? Stargazer is gaining power from it and we're powerless here." She asked the Princess of Night. Luna focused her magic and after a few seconds shook her head.

"I'm sorry Twilight. I'm much too weak to undo the night" she said. Twilight's hopes were shot down, now it was hopeless.

"But I know someone who could" she said before using her strength to contact her sister via telepathy.

With Metal

After a lengthy fight the Red Giants became White Dwarves and were already overwhelming Metal, Gilda, and Mephiles. Metal's right arm was in bad shape, Gilda's left wing was most likely broken, and Mephiles didn't have any idea on how to get rid of them quicker.

"Perfect…just how I imagined I'd die…" Metal said with sarcasm. Gilda just growled weakly at the creatures that surrounded them, completely exhausted. Mephiles seemed the most calm of the three and also seemed to be in thought.

"Mephiles?" Gilda asked, curious as to why he was so quiet.

"Metal, can you absorb power and add it to your own reserves?" Mephiles asked.

"Yes I can, why?" he asked.

"Do you know what happens to a star before it dies?" he asked.

"It runs out of energy to burn..." Metal said before it dawned on him. He quickly grabbed the nearest one and drained it, causing it to become a brown dwarf and die. His arm quickly mended itself before he rushed out and continued this process. Soon all the White Dwarves were defeated and they could all relax.

"Nice thinking Mephiles" Gilda said. Mephiles just nodded.

Canterlot

Celestia panted as the last Red Giant fell, the guards were relieved and even celebrating. That is until the Red Giants began to collapse on themselves and explode revealing White Dwarves. Every guard was exhausted and this development made everything worse. They didn't have the strength to fight back.

/Sister? It's Luna…I have a request/ Luna said in Shining Armor's head.

/Uh…this is Shining Armor. Is there anything I can do for you Princess?/ he asked, being no stranger to the telepathy spell.

/this always happens when I try to perform under stress…tell her that I need her to remove the night and raise the sun/ she said

"Easier said than done" Shining said as he looked at the group of White Dwarves getting closer and closer.

/What was that?/ she asked

/Consider it done your majesty/ he said before heading toward Celestia. A few Dwarves went right for him. He quickly used a barrier spell to hold them off as he got to Celestia.

"A message from Princess Luna, she requests you bring the day" he said. Celestia arched a brow before blasting a Dwarf away.

"She accidently linked with me with the telepathy spell" he explained. Celestia nodded and began to focus, her horn lighting up brilliantly before slowly dimming. She shook her head and turned to Shining.

"I am sorry…I can't undo whatever Stargazer has done…I'm much too drained." She said.

/what happened?/ Luna asked

/she doesn't have the strength…/ he said.

With our heroes

Luna swore under her breath, "not even my sister can undo this night…" she said. Twilight frowned, now it really was hopeless.

"How sad, I expected a grander challenge from all of you" Stargazer said. Shadow and Silver went to Sonic. Sonic smiled as he placed his hands on them and pumped them with Chaos Energy allowing them to go Super.

"How redundant…" he said as he watched them transform.

"Let's do this" Silver said before he and Shadow flew off, heading straight for Stargazer. Twilight looked up when two streaks of light flew by. At that moment her heart began to race.

"Shadow…be careful…" she said softly

"Chaos Spear!" Shadow said as he launched his attack at Stargazer. Silver used his psychokinesis to give it a boost in speed. Both watching as it struck Stargazer who seemed unfazed.

"That's all you got?" he asked.

"Not by a longshot!" Silver said as he raised parts of the earth and used his power to chisel them to a point before launching them like rockets at Stargazer. He just scoffed before kneeling down into a runner's position.

"Taurus Charge!" he said before blazing through the projectiles and striking Silver in the stomach. Silver flew back as he clutched at his stomach in agony, coughing up some blood.

Shadow appeared next to Stargazer, aiming a punch that was caught. Stargazer pulled Shadow toward his oncoming knee before punching him in the face and sending him flying back.

"Come on! That can't be all!" Stargazer taunted them. Sonic just watched as his friends were tossed around by Stargazer, wishing there was some way to get a boost in power again and join them. His fur was slowly beginning to shift to blue as his power became lower and lower.

Silver rushed at Stargazer, only to be grabbed by the throat. "I'll squeeze the life out of you!" Stargazer said as he tightened his grip. Shadow appeared and grabbed Stargazer's face before firing a Chaos Spear causing him to let go of Silver and clutch his face.

"You…little…bastard!" Stargazer howled before making a bow of light appear.

"Sagittarius Storm!" he said as he fired hundreds of arrows at once at the two of them. Silver used his Psychokinesis and managed to stop them thanks to his super enhancements. He smiled before making all their tips meet in the middle to make a single powerful arrow before launching it at Stargazer at full speed. Stargazer quickly used his Cancer shield to block it, the shield breaking instantly before the arrow pierced him.

Stargazer fell to his knees in agony so great that he couldn't vocalize it. His abdomen was now a gaping hole with blood pouring out of it. Blood was soon vomited from his mouth as his brain finally began to start going again.

"Aquarius!" he said as he healed the wound and stood up, wiping the blood off his chin. He was soon rushed by Shadow and Silver, both of which were landing blow after blow on him. He tried his best to dodge the attacks, but realized he was winded and wasn't as fast as he was previously.

"Roar of Leo!" he said before a loud lion's roar escaped him and produced a shockwave to knock away Shadow and Silver. He held his hands to the sky and soon felt his energy replenish from the starlight.

"no…he's getting his energy back…" Sonic said as he watched. His fur entirely blue yet his eyes still red and quills still standing upright. Knuckles looked over to him before turning to Stargazer again.

"That's it!" he said.

"What's it?" Applejack asked him

"He can only do one or the other. He can't absorb starlight energy while fighting." He said before placing his hand on the Master Emerald.

"Give me strength Master Emerald" he called to it before it glowed and he had a pinkish aura around him. Standing now as Super Knuckles and full of energy.

"Short window to do this!" he said before burrowing under the ground and heading for Stargazer. Sonic started to crawl toward the Master Emerald, but was stopped by Amy.

"Sonic no! If you go back out there…you might die." She said, tears in her eyes.

"I have to try Amy…I can't call myself a hero if I don't try everything to stop this monster." He said

Amy bit her bottom lip, she knew he was right and hung her head in defeat. She released him before standing up and helping him up. "Then…how about I give you a lift?" she asked before carrying him to the Master Emerald.

"Too bad" Stargazer said before the earth shifted below him and Knuckles erupted forth, uppercutting him and disrupting the energy intake. Stargazer landed and growled at Knuckles.

"Miserable Echidna!" he shouted before Knuckles closed the distance between them and punched him in the stomach.

"I'm not letting you get a single drop more of that energy!" he said before glowing a bright crimson red.

"Overheat Knuckle!" he said as he began to unleash a volley of incredibly powerful attacks on Stargazer. His arms catching fire before he released all the energy in a single blast. Silver caught Stargazer as he flew back from the hit before slamming him to the ground and holding him there.

Up above clouds were sparking with energy "Chaos Judgement!" Shadow shouted as he called the energy down onto Stargazer. Stargazer howled in pain as his body was torn apart by the vicious energy of the Chaos Judgement. Shadow Silver and Knuckles soon reverted to normal, their energy having been spent to unleash those attacks on him.

"There you go" Amy said as she sat Sonic next to the Master Emerald, he leaned back against it.

"Thank you Amy" he said with a smile as he called out to the Master Emerald, feeling it replenish his body and energy. His fur slowly becoming gold once more.

"That's that" Shadow said with a smile, glad he was able to stand after doing that move. That smile vanished as the earth below them shook.

"Aquarius!" Stargazer said as he jumped out of the crater he was in. Seeming to be at full health and power.

"How is it possible?" Knuckles wondered.

"Simple, that move is like a lightning bolt. It won't hit exactly where you want it to. It will always be off center" Stargazer said.

"Thanks to that though I managed to gather more energy and now I'm going to pay you all back!" he said before attacking all 3 of them. Since they were in a weakened state they were easy to be dealt with by him. He then dragged them and put them in a pile before going up high and aiming a Sagittarius Shot at them. Determined to kill them in one shot.

"Good bye! Wretched vermin!" he shouted before getting punched in the face, disrupting the move. Sonic was flying there, having punched him before flying down to rescue his friends. He dropped them off at the Master Emerald before flying back to Stargazer.

"You little bastard! I thought I did away with you!" he shouted.

"That was just round one pal" Sonic said before pretending to hold a hammer in his hand. Gesturing he was hitting a bell with it.

"Ding Ding" he said as he and Stargazer began round 2 of their fight.


	53. A Star Dies

i own nothing except the fanfic, Stargazer, Starblazers, Red Giant, White Dwarf, the NightMare 7, the super form concepts of the elements of harmony, the element of humility concept, The Room of Self-Actualization, Egg Emperor Mk II concept, and the concept for Turbo Tails.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

A Star Dies

"You think a second round can even hope to make a difference?" Stargazer asked before Sonic ground his fist into his stomach. Stargazer felt the blood trickle out of his mouth before he completely threw some up to the side.

"I think it'll be enough to defeat you" Sonic said with a smirk before removing his hand and slugging Stargazer in the face. Stargazer reeled back, clutching his face with one hand and his stomach with the other.

Twilight helped Luna to her hooves getting her out of the crater she was still in. She looked up to see Sonic deliver those hits to Stargazer. A smile to her face that she seemed unsure to have.

"What's wrong?" Twilight asked

"Stargazer won't be this easy to beat, he can just replenish his energy." She said

"There must be something we can do" Twilight said, wanting this to end already.

Dash stood up shakily, her head pounding. "Ow…that hurt" she said

"I can tell" Tails said.

"Are you alright Rainbow Dash?" Fluttershy asked

"Yeah…I will be. How's the fight?" she asked. Tails then explained what had transpired recently.

"Honestly as long as he is exposed to the stars he has unlimited reserves" Tails said. Rainbow Dash sighed before something began to form in her head. An idea, which was rare for Dash.

"Hey! Who's side are you on?" Dash asked.

"You heard that too?" Pinkie asked. Tails and Fluttershy just arched a brow, having no idea what they were talking about.

"Fluttershy, I got an idea" Dash said.

"What is it?" she asked.

"Fly with me and help me get as many pegasi as possible, this is gonna require a lot of them" she said.

"Oh, um alright" she said before she and Dash lifted into the air.

"We gotta be quick" she said before flying off with her.

Canterlot

Celestia panted as she and Shining Armor kept the barrier spell up, glad that the White Dwarves couldn't get in. This fact was soon turning to fiction as the shield began to crack.

"Dammit!" Shining said as he collapsed.

"Captain!" one of the guards called out as he rushed to him.

"Not good…" Celestia said as the barrier cracked even more.

With Sonic

Sonic dodged a Sagittarius Shot and curled up into a ball before launching himself at Stargazer. Stargazer grunted as he was struck in the chest. Sonic uncurled and placed his hands on Stargazer's chest.

"Super Sonic Wind!" he said as oscillating blades of air began to cut at Stargazer. Stargazer howled in pain as he was torn up by the attack. With a growl he grabbed Sonic and pulled him into a punch to the face.

Sonic rubbed his mouth as he flew back. "That hurt" he said with a smirk before charging wind and sound into his arm. Stargazer recognized that and knew what was coming.

"Go ahead and try! You won't hit me!" he said.

"Chaos Control" Sonic said before disappearing and reappearing right behind Stargazer.

"Sonic Boom!" he shouted as his fist made contact between Stargazer's shoulder blades, the energy exploding violently as sent Stargazer flying into the ground.

"I bet that one hurt!" he said. Stargazer stood and held out his arm.

"Pisces Pull!" Sonic felt himself getting pulled closer to Stargazer. "Dodge this! Starcutter!" Stargazer said as he launched the attack. Sonic felt the attack hit him and begin to tear at him with the explosive flurry of blades that resulted from the impact before he fell to the ground.

With Dash and Fluttershy

They were flying with a whole group of Pegasi, at least 50 of them. Fluttershy was wondering why, but Dash didn't say. Now they were headed toward Cloudsdale and she began to wonder more. Dash stopped and gave the signal for them all to stop.

"Alright time to tell you my plan" she said. The pegasi were all ears as they awaited her explanation.

"Due to the current events the storms that were scheduled never happened, in fact the clouds are still in the factory." Dash said with a smile. "now this Stargazer creep gets power from starlight, so my plan is to block off the stars with the clouds" she said.

"How will that work?" Thunderlane asked.

"Yeah Rainbow Dash, how would it work?" Derpy asked.

"Remember in weather class how they said that clouds reflect light?" she asked, earning nods from the pegasi before they all had an "oh" moment in unison.

"See? We do this and Stargazer won't have a chance!" she said before turning around. "Alright everypony! Let's fly!" she said before they all flew off to Cloudsdale.

Canterlot

The last of the barrier cracked before it shattered apart. The White Dwarves laughed as they began to move closer before their bodies turned brown and they became dust.

"Of all the times to luck out…that will be number one in my book…" Shining said.

"Agreed" Celestia said before instructing a guard to let everypony know it was safe to come out.

Vinyl took a breath of fresh air as she looked at the sky, "come on you guys, you gotta win" she said.

With Sonic

Stargazer walked over to the hedgehog and lifted him by the arm bringing him to eye level. He smiled in triumph as he looked at Sonic.

"Not so tough now are you?" he taunted. Sonic growled at him before firing a Super Sonic Wind, but the attack simply broke apart on contact with Stargazer.

"Feels good to be on top, wouldn't you say?" he asked, having restored his power back to full.

"You won't get away with this you monster!" he shouted before getting punched in the stomach.

"I can get away with anything I want to you little rodent!" he said. "Nothing can stop me" he said before tossing Sonic to his friends.

"Embrace one another in your final moments!" he said as he readied a Sagittarius Shot, charging it with more and more power to end this. Laughing maniacally as the arrow increased in power and deadliness.

"Dammit…." Sonic said as he stood up before noticing it was getting darker. Stargazer soon stopped laughing and prepared to fire.

"Say goodbye!" he shouted before the bow and arrow of light began to grow weaker and smaller.

"What?!" he said as they vanished completely. "What the hell?!" he asked.

"Up here jackass!" Dash said with a grin the whole sky covered in clouds.

"You! What have you done to my night sky?!" he demanded.

"Who me? Why I simply put some clouds up here to cut off your supply!" she said triumphantly as Stargazer became genuinely scared.

"This is your chance Sonic" Luna said as she was brought over to him. Sonic shook his head.

"It wouldn't work; even though he's now cut off from his power…I'm still no match. I'm too weak to face him as is" he said. Dash and Fluttershy landed near him.

"So what do we do then?" Luna asked.

"Sonic, the wind and sound swirl around your arm from a central point right?" Twilight asked.

"yeah, right above my fist, why?" he asked.

"I'm thinking if we hit it with a Harmonic Blast we can mix the energies and you can deliver them to the target" she said.

"That's just crazy enough to work" Dash said as the girls got together, still in their super forms.

"Alright…it's worth a shot" he said as he made a Super Sonic Boom form on his right arm. The ball of concentrated energy hovering above his fist. The girls began to focus their energy before unleashing their power.

"Super Harmonic Blast!" they said as the attack struck the ball of wind and sound, slowly being drawn inside and added to it. Sonic strained as he kept his footing and held his arm to resist the force.

The move ended and Sonic now had wind sound and harmony spiraling around his arm. "yeah…this should do it" he said.

"Wait Sonic" Luna said before leaning close, her horn glowing as she filled the ball with her energy. Creating a Lunar energy center in the ball.

"Take that bastard down" she said.

"I will!" Sonic said before flying toward Stargazer at full speed. Stargazer took to the air before unleashing a torrent of energy pulses to try to stop Sonic from advancing. Sonic dodged them as he got closer and closer. Stargazer was only helping, since his energy kept dropping each time he used a pulse.

"No…this can't…be" Stargazer said as Sonic got within reach of him.

"Take this! For all the pain and suffering you caused! Super Harmonic Sonic Boom!" he said as he punched Stargazer right in the chest. Within a flash the energy exploded forth in a dazzling beam of energy that was much like the night sky. Sonic held his arm to resist the recoil as he focused his power to intensify the beam.

Stargazer was fully enveloped by it and screamed in pure agony as he was torn limb from limb. His hands, arms, legs, and feet slowly broke apart and faded into nothingness. His skull became visible as his head and torso were next to go. The X on his chest swallowing what was left as it was slowly destroyed.

The attack soon ended with Sonic floating there, clutching his arm as he panted. Not a single trace of Stargazer remained. In the horizon they could all see the brightness of the sun, and as the pegasi removed the clouds it was confirmed. Day had returned and Stargazer was no more. Luna smiled happily as tears of joy fell.

"It's finally over" she said happily as everyone rejoiced.

Canterlot

Celestia smiled happily at the daytime sky, "they did it" she said. Everypony cheered happily, the disaster was over. Vinyl smiled happily before cheering loudly "Yeah!" she shouted to the sky in utter joy.

Somewhere in Equestria

"About time they killed that buffoon" Metal said. Gilda and Mephiles were sound asleep near him.

"Now it's my turn, be prepared Sonic" he said.

Sonic and the others

Sonic descended and reverted to his normal self before collapsing. Dash flew over to him and smiled happily as she reverted to normal.

"You did it Sonic" she said before pulled toward him and into a kiss.

"We did it Dash" he said before losing consciousness. She just giggled softly before getting him onto her back and carrying him to the others.

"About time…" Shadow said. Twilight just smiled and nuzzled him affectionately.

1 month later

Sonic and his friends found themselves walking down the ceremony hall to the Princesses. Being honored as Heroes once again. They stopped in front of the princesses bowing in respect.

"Citizens of Equestria! Recently a grave threat loomed over us, wanting nothing more than to destroy us. What that threat didn't count on were these brave youths, who risked everything to stop him. We are here today to honor them as Heroes for their outstanding bravery." Celestia said as she used her magic to drape medals on each of their necks. Applause and cheers filled the hall as the heroes were given their medals.

"And now, a moment of silence for all the ponies who were lost in the chaos" she said as everypony went silent to pay respect to those who didn't make it.

A moment later Luna spoke, "And now, without further ado, let's celebrate peace and harmony for a long time to come!" she said "Huzzah!" she added. Everyone cheered happily as the heroes turned and smiled to the crowd. Vinyl smiled at Vector, who in turn smiled back at her.

"You know what this calls for?" Pinkie Pie asked.

"A Party!" Espio cheered. Everyone just went silent and looked at him in utter disbelief that he just did that.

"Sorry…thought I'd give it a try" he said.

"Needs work honey" Pinkie said before getting out her party cannon and shooting confetti and streamers at everypony.

"It's party time!" she cheered happily.

* * *

i hid a disney reference in here, due to a youtube video being my inspiration behind it. hope you can find it.

Well this is it, Season 2 has ended. 30 chapters after Stargazer first appeared he has been defeated. 33 chapters long, this season was a big one.  
thank you all so much for your support and everything. and expect a nice Hearts and Hooves day arc as a nice wind down from this.


	54. Hearts and Hooves Day Morning

i own nothing except the fanfic

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Hearts and Hooves Day Morning

Knuckles yawned and stretched, I forgot the proper term for this so deal with it, as he awoke from a peaceful slumber. Sitting up slowly and keeping his eyes shut from the invading sunlight he scratched his head and slowly opened his eyes, letting them adjust before fully opening them up. He looked to his side and didn't see Applejack, but instead a card in the shape of a heart. He reached over and picked it up, wanting to have a read of it. On the front it said "Happy Hearts and Hooves Day" and inside the card was her writing. "Morning sleepyhead, I'm out working the fields, but I left you this nice little card. Happy Hearts and Hooves Day. Love you." He just smiled at that before his mind started to process the phrase Hearts and Hooves Day. His eyes widened in shock.

"Dammit! I forgot today was Hearts and Hooves! Aw hell…" he said as he groaned and put his head in his hands before getting up.

"No place is gonna be able to do last second things on this day…gotta think of something! I must make this a very special day for AJ!" he proclaimed.

"Who the hay are you talking to?" Granny Smith asked.

"No one Granny Smith, I'll see ya later." Knuckles said before making his way downstairs to leave.

"Don't hurt yourself. And don't disappoint Applejack, or I'll show you age is just a number boy" she said. Knuckles got nervous, swallowing a lump in his throat before leaving the house.

With Shadow and Twilight

Shadow was up way earlier than normal, trying to prepare a breakfast for Twilight. One small problem though, he had no idea how to properly cook hay or grass or any other plant aside from steaming it. He realized when he caught the first batch of what were supposed to be hayfries on fire, that he was doomed.

"I don't think I'm doing it right."

"There's a first" Spike said, having been woken by the smell of smoke. He opened the windows so Twilight wouldn't share that fate.

"I could use some help" he said.

"Another first" Spike said with a smile as he walked up to him.

"You'll be wearing this skillet by the end of the day if you keep that up" he said.

"You don't scare me, ya big softy" he said before Shadow grabbed a nearby skillet and whacked Spike on the top of the head.

"Ow! Okay I'll behave…for now" he said before scanning the counter, making sure Shadow had all he needed for cooking.

"Well no wonder it ain't going over so well" he said before opening a cabinet and grabbing a bottle of olive oil.

"That would help" Shadow said as he facepalmed. Spike just laughed as he helped Shadow make Twilight's breakfast

"You know, I never pegged you as a romantic" Spike said.

"There's a lot of things about me you'd never guess, and will probably never see me express" he said as he got a tray out and put the plates of food on it. Hayfries, pancakes, and daffodils adorned the plates even a cup of orange juice was there.

"Perfect, no?" Spike asked with a big grin.

"Don't push it" Shadow said before turning and heading upstairs. Spike just laughed at that before checking the time.

"Oop, better get going" he said before leaving.

Shadow entered the bedroom, careful not to drop the food.

"That smells delicious" Twilight said with a smile, sitting up. He smiled at her before walking over to her and setting the food tray on her lap and giving her a kiss.

"Happy Hearts and Hooves day" he said softly.

"Happy Hearts and Hooves day" she said with a small giggle before she began to eat.

With Spike

"Hope Rarity isn't busy or anything." He said as he made his way to the boutique. Now if he were paying attention rather than daydreaming he would've seen that stick. But alas, he was daydreaming and tripped, falling onto his face.

"Dogonnit…" he said muffled by the dirt. He started to get up before Knuckles walked over him, stepping on him by accident and continuing to move.

Spike let out a muffled sigh into the dirt before finally getting up and dusting himself off before resuming his trek to Rarity's. Reaching the boutique in record time he smiled as he knocked. The door opened and he was greeted by the sight of Big.

"Hey Big, Rarity home?" he asked.

"Yep, come on in Spike" Big said as he moved aside for the dragon to enter.

"Thanks" he said doing a brofist with Big as he entered.

"Hi Spike!" Sweetie Belle said with a smile as she waved at him from the chair she was on top of. Standing on her hind legs may not have been the best, since it wobbled and soon toppled.

"Ow…I'm okay" Sweetie Belle said. Spike just smiled before looking for Rarity, finding her hard at work.

"Hey Rarity" he said.

"Oh, hello Spike. What brings you here?" she asked.

"Well I was wondering if you were free to spend time together?" he asked.

"Oh, deeply sorry Spike…but I'm afraid I'm booked with a last minute Rush Order" she said causing disappointment to show on the young dragon's face.

"Oh…" Spike said.

"I have an idea, why don't you spend the day with Sweetie Belle?" she asked.

"Uh, yeah sure I can do that" he said, even though Sweetie wasn't Rarity he did grow fond of the unicorn filly for her personality.

"Really?" Sweetie asked, excited.

"Sure, there's this nice clearing I found on one of my walks with Twilight. I can take you there if you'd like" he said.

"That sounds good" she said with a smile.

"Great! Then let's go" he said happily as he ran out the door with her. Sweetie giggling happily.

"Be back later sis!" she called to Rarity before the door shut.

Rarity just smiled, "they look so cute together" she said as she resumed her work.

With Sonic

Sonic was doing something no one ever expected, reading. Yes, you heard me right, he's reading. Hey wait a minute we didn't Hear you say anything. True, you read what my brain thought. What? Nevermind, we're getting sidetracked here.

Anyways, the particular book he was reading was especially odd. It was a book about the workings of a Pegasi, including how to preen their wings. Now, I know you're all thinking that I just cut a huge corner here by skipping the whole bit about him getting the book. Well too bad! I'm doing a flashback and you're gonna enjoy it.

Yesterday

Sonic awoke with a loud yawn as he stretched. The bones in his back cracking as he did so.

"You know…I'm still here" Rainbow Dash said, having been woken by the yawn.

"Sorry Dash" he said with a nervous chuckle.

"I'm about to put a hurting on ya…" she said.

"Right, I'll leave you to your beauty sleep" he said before kissing her cheek and leaving the cloud home.

"I swear my cheeks are gonna turn purple from all the blushing…" she said to herself as she buried her face in the pillow.

Sonic stretched again after landing, making sure to get all the kinks in his muscles before taking off at full speed toward Ponyville. Upon entering the town he noticed some signs on windows of shops.

These signs read, "Special Hearts and Hooves Day deal!" and the like. "Hearts and Hooves day…that sounds…familiar" Sonic said to himself before remembering with a gasp.

"Aw horsefeathers!" he said before realizing what he just said. "Did I just say horsefeathers? Jeez…" he said before shaking his head.

"Man…I am so doomed, I didn't even think about getting a nice day planned out for tomorrow." He said with a sigh. "Damn…" he then started to get an idea.

"Fluttershy has known Dash longer than anyone, I might as well ask her" he said before taking off at high speed toward the cottage.

Fluttershy's Cottage

Tails was hard at work fixing his Turbo Suit, having decided to make a new one out of the old one. A MK II to be exact, and it was about 30% done. He sighed as he wiped off his brow, having connected the wiring and circuitry for the left leg and knee below the thigh.

"Alright, testing phase" he said before hooking up the leg to some wires and stimulating it with electricity. He smiled as the knee operated perfectly and the rest of the leg stayed intact.

"Perfect" he said as he shut off the power and unplugged the leg. "Now for the thigh" he said as he reached over for the pieces of the thigh. Instead he felt something soft and warm that gave a barely audible squeak. He moved his hand more, trying to find the part. He found something folded that upon him rubbing it caused it to unfold and stiffen. This time he heard a more audible squeak and turned to see Fluttershy with a massive blush on her face. Her wings fully spread out and his hand caressing one.

"Oops, sorry Fluttershy" he said as he removed his hand.

"It's alright Tails, you didn't know I was there" she said, hoping her wings would relax soon before anyone else saw them like that. However, luck was not on her side.

"Hey Tails, hey Fluttershy" Sonic said as he arrived. Fluttershy squealed and hid behind Tails.

"um…did I miss something?"

"Nope" Tails said. "What's up?"

"I need to ask Fluttershy something about Dash" he said. Fluttershy peeked from her hiding place and smiled at Sonic.

"What is it?" she asked.

"Well, I kind of don't have anything special planned for her this Hearts and Hooves Day. And I was wondering if you had any good ideas to help save my sorry butt"

"Oh dear" she said as she began to think. Knowing Dash and how excitable she was, Hearts and Hooves Day was sensitive for her. Despite her carefree demeanor, Dash was an emotional mine. Easy to set her off at the drop of a hat. Knowing that Sonic didn't have anything planned, especially for that day and with their relationship at what it is. Well, it wouldn't be pretty.

"Well, how about a Preening?" Fluttershy asked.

"A whating?" Sonic asked

"A Preening. Where you remove damaged and old feathers and realign the healthy ones to keep the wings in perfect shape" she said. "and a nice day of relaxation with you afterwards"

"That sounds too girly for Dash" he said. "The preening I'll definitely look into, you sure she'll like that?"

"I haven't met a Pegasus who doesn't. She'll appreciate it, especially from you. Since she's so concerned with flying and speed, her wings being in perfect shape will be the best gift for that day." She said.

"And the rest of the day?" he asked.

"Just wing it" Fluttershy said, giggling at her own pun. Sonic just chuckled and shook his head.

"Thanks, I'll see you two later" He said before leaving.

"Bye Sonic" Fluttershy said before turning to Tails who just smiled and shook his head.

"What?" she asked

"Nothing" he said

Sonic made it back to Ponyville and soon was confronted with a new problem. "Aw geez, I don't know how to preen. I mean I know what its purpose is, but I haven't got a clue beyond that" with a sigh he looked to his left and saw Twilight's home, and library.

"But I think I know where I can get one" he said before heading toward the library. He knocked on the door and heard Twilight give him the okay to enter. When he did he blurted out.

"Twilight I'd like to borrow a book"

Shadow, Twilight, and Spike just looked at Sonic with gaping mouths, completely shocked and in disbelief at what he just said.

"What?" he asked.

"I'm sorry I don't think I heard right, what did you say?" Twilight asked

"I want to borrow a book" he said.

"Wow…" Shadow said before shaking his head in disbelief. "Did Hell freeze over today or something?"

"Har-dee-har-har" Sonic said sarcastically.

"What kind of book would you like?" she asked.

"Got any on Preening?" he asked. She blinked before it clicked. "Yes, right here" she said as she levitated the book off its shelf and handed it to Sonic.

"Thanks" he said with a smile. "I'll bring it back soon" he said before leaving. Twilight smiled and turned to Shadow.

"Well, I believe there were 50 bits riding on this?" she asked. Shadow just half eyed her before taking out a pouch and then removing 50 bits for her.

"Pleasure doing business" she said with a giggle as she took the bits and trotted merrily up the stairs.

Current Day

So yeah, now it's Hearts and Hooves Day, I've explained why Sonic is reading and now you get to read more stuff. Now then, who else can we check on? oooh I know!

Fluttershy's Cottage

Tails woke up early to feed the animals, the exact way that Fluttershy had taught him. With a chuckle he finished up the feeding time as he entered the kitchen to prepare a nice breakfast for Fluttershy.

Fluttershy awoke to the smell of breakfast and went downstairs, seeing Tails set up the table with the food.

"My this looks delicious" she said with a smile as she went over to the table. Tails smiled as he looked at her.

"It tastes better than it looks" he said with a smile.

"I'll be the judge of that" she said before taking a bite of hayfries.

"Well?" he asked. She chewed and swallowed before looking at him and licking his cheek.

"Thank you" she said. He blushed at that and smiled more.

"You're welcome. Happy Hearts and Hooves day" he said.

"Happy Hearts and Hooves day" she said with a giggle.

Sugarcube Corner

Pinkie was sleeping peacefully, and Espio made sure it stayed that way as he laid a card on her nightstand. Smiling he kissed her cheek before leaving Sugarcube Corner like a ninja.

"Zuh?" Pinkie asked as she woke up. She yawned and stretched before noticing the card on the table. She picked it up and opened it.

"Dear Pinkie, I know how much you like Scavenger Hunts, so I've organized a special one for you this day. Your first clue is, Books. Have fun and Happy Hearts and Hooves day." Down below that was Espio's name. She couldn't help but smile and get excited as she went into the bathroom to brush her teeth before setting out on the scavenger hunt.

Vinyl's Home

Vinyl recently moved to Ponyville, liking the fresher air and what not. Plus she was closer to Vector in this way. She yawned as she entered her living room before a knock came at her door. She opened it with her magic and saw Vector standing right there as she walked over.

"Hey Vex" she said

"Hey Vinyl" he said with a smile

"What's up?" she asked.

"Happy Hearts and Hooves Day" he said as he presented her with a Blue Rose.

"It's pretty" she said as she took it happily and sniffed it a bit. "Thank you" she said.

"That's not all, you're gonna spend all day with me." he said. She blushed and smiled happily as she put the rose in a vase.

"I'd like that a lot" she said happily.

Trixie's Home

Trixie sighed as she looked out her window before turning to the calendar for the umpteenth time. She felt so empty on this day; it started back in her foal hood. Where her antics surrounding her cutie mark made ponies more likely to stay away from her. She sighed again before getting up and going over to her bed.

"Might as well just sleep the day away" she said as she began to crawl into bed before a knock at her door stopped her. "Who could that be?" she wondered as she went over to the door and opened it. Revealing a familiar Silver colored Hedgehog.

"Silver, what brings you here?" she asked before a bouquet of Chrysanthemums were presented by him.

"These are f-for you" he said, trying his damndest to not stutter on every word from how nervous he was. She blinked as she looked at the bouquet and smiled.

"Thank you" she said as she took the flowers with her magic, sniffing them a little. "How did you know Chrysanthemums were my favorite flower?" she asked.

"They are? I mean, of course they are! Yeah, I have a talent with that" he said. She just laughed at him before smiling more.

"So Trixie, would you like to spend the day with me?" he asked. She blushed at the question and smiled even more.

"I'd like that" she said with a smile as she set the bouquet somewhere safe before exiting the house and locking the door.

"Cool, I know a nice spot to relax and talk" he said.

"Well aren't you thoughtful" she said happily as she walked with him to where this place was.

* * *

Part 1 of the hearts and hooves day arc. it's so corny i can serve it with mashed potatoes and have dinner.


	55. Hearts and Hooves Day Noon

i own nothing except the fanfic

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Hearts and Hooves Day Noon

Metal Sonic was walking with Gilda and Mephiles following him. Metal stopped and turned to them, "You two go have some fun or whatever, meet back here by end day" Metal said before going off on his own. Gilda sighed as she turned to Mephiles.

"What's on your mind?" Mephiles asked.

"Nothing" Gilda said

"Nothing doesn't make you sigh and then deny it." Mephiles said. She just blushed and growled at him

"Mind your own business!" she shouted.

"It's about Metal isn't it?" he asked. She blushed even more, shocked that he said that. "And I'm to guess you have feelings for him" she lowered her head in defeat.

"Yeah…"

"Well, this is certainly interesting" Mephiles said.

"I want to get him something special for today, it's Hearts and Hooves Day. And I want to show him that I care in some way" she said.

"He's cold, calculative, unfeeling. What on earth has gotten into you?" Mephiles asked.

"He's more than that, I can feel it. he's got spirit, heart…I just know it." she said. Mephiles just facepalmed before sighing.

"Alright, any ideas on what he'd like?" Mephiles asked before a shadow passed over them. Turning to where it was going they saw Eggman flying somewhere.

"I got a few of them. Follow me" she said as she followed Eggman. Mephiles nodded and followed her.

With Knuckles

"Dangit, I'm really doomed now" he said, having no luck getting anything set up for him and AJ, and it was already mid-day.

"Howdy Knuckles!" Applebloom said happily as she and Big Mac walked up to him.

"Hey Applebloom, hey Big Mac." He said, having looked like he just ran a marathon.

"What's wrong?" Applebloom asked.

"He most likely promised my sister something special, and put it off till the last minute, so now he's just grasping at straws" Big Mac said. Knuckles just nodded.

"Yeah…this sucks, I gotta think of something special for her…" he said.

"Why not just do it all yourself? That way it'll be from your heart, she'll love that" Applebloom said.

"But you got 4 hours to do it, she stops working then" Big mac said. Knuckles bit his bottom lip before sighing.

"I have no idea what I'm gonna do, but I'll be damned if I don't do something to show her how much she means to me!" he said proudly.

"Watch yer mouth" Big Mac said.

"Sorry" Knuckles said before heading off to get started on his last resort.

"He's doomed ain't he?" Applebloom asked

"Eeyup" Big Mac said.

With Shadow

Shadow was walking with Twilight, smiling as they walked through town. She smiled as well, nuzzling up against him as they walked.

"So where are we going?" she asked.

"That's the 5th time you asked, and my answer will always be the same. It's a surprise" Shadow said with a smile. Twilight just huffed, but admitted defeat.

"Fine…" she said.

"You'll love it, I promise" he said as they continued to walk.

"For all this secrecy about it, I hope it's as good as I'm imagining it" she said with a slight giggle.

"Not much longer" he said, the direction they were heading implied they were heading toward the Everfree Forest, or at least somewhere near there.

With Sonic

Sonic was waiting for Dash to get back from clearing the skies, sitting right on her doorstep and yawning. He didn't wait much longer, for soon she was there with a smile on her face.

"Hey Sonic" she said.

"Hey Dash" he said with a smile as he stood and hugged her.

"What's up?" she asked.

"I got a nice gift for you" he said. Her eyes lit up at that.

"Really?" she asked happily.

"Let's go inside" he said before Dash opened the door and the two of them entered.

"So what is it?" she asked.

"Lie on your belly on the bed." He said. She arched a brow, but did as he said. Resting her head on a pillow and stretching out her wings a bit. Smiling Sonic took her left wing into his hands. Rainbow blushed as she felt a wild sensation course through her from him touching her wings.

"What the?" she asked, a little startled by it.

"Just relax" he said as he began to massage the wing. She took a deep breath as he started to do that. Releasing the breath with a relaxed sigh as she felt the tension in her wing slowly fade.

He made sure to massage every part of the wings, gently realigning her feathers and removing damaged and old ones.

"And a preening? Wow…so awesome" Dash said contentedly with a smile. Sonic smiled as well, finishing up her left wing after about half an hour before moving to her right one and doing the same. Dash just smiled in utter bliss as she enjoyed the massage and preening.

She turned to him after the massage ended and pulled him up onto the bed before going onto her back with him on top of her. She kissed him with love and passion, feeling very happy that he did this. He returned the kiss, running his fingers through her mane.

"I love you so much, that was so awesome of you" she said happily after breaking the kiss for a bit.

"I love you too" he said softly as they resumed their make out.

With Spike and Sweetie Belle

Spike smiled as they finally reached the clearing he spoke of, beautiful flowers lined the area with a small pond nearby. The sunlight shone off the surface of the water, creating quite a beautiful sight.

Sweetie Belle just looked at the sight and smiled, "Wow Spike, this place is beautiful" she said.

"Glad you like it" he said, disappointed that it wasn't Rarity saying that to him, but he felt beggars can't be choosers and went with it.

"So what are we gonna do here?" she asked.

"I got an idea" Spike said before picking several flowers and weaving their stems together. Sweetie Belle was curious as to what he was doing, and soon had her answer in the form of a floral crown that he placed atop her head.

"There a crown fit for a princess" he said. Sweetie Belle blushed and giggled.

"Thank you" she said before kissing his cheek. Spike blushed at that, smiling nonetheless.

With Tails

Tails spun his tails and began to hover above the ground, smiling at Fluttershy and holding out a hand to her. "Come on Fluttershy, fly with me" he said. She blushed and smiled shyly at him.

"No fancy tricks? Just simple peaceful flying?" she asked

"I promise" he said, she smiled and placed her hoof in his hand and began to flap her wings flying with him. They ascended above the cottage and a little higher and then began to fly together, enjoying the blue sky and scenery below.

"This is really nice" she said with a smile as her mane moved from the wind as they flew. He smiled at that and moved under her, holding both her hooves as he looked into her eyes and flew with her. She giggled happily at that, enjoying this.

With Pinkie

Pinkie thought about what the clue "Books" could mean, she knew the library was closed for the day, and she already checked the books at home. Deciding there was nothing to lose she went to the library and noticed a little pink streamer in a bush.

"Yay!" she said happily before retrieving the piece of paper attached to it and reading it.

"Good job finding the clue, the second one is a little trickier. Apples. Happy hunting" it said. She smiled. "Hmm, wonder if AJ knows anything about this" she thought before becoming giddy again and happily bouncing toward Sweet Apple Acres

With Vector

"I'll betcha I can make you say you love me before I say that I love you today" Vector said.

Vinyl smiled "You're on, 25 bits" she said.

"Deal" Vector said and shook her hoof

30 minutes later

"Remind me again why we're doing this?" Vinyl asked as she was strapped into the zip line harness.

"Because it's fun" he said as he was strapped in.

"For 40 bits a pony it better be" she said before they were given the green light and started to slide down the zip line.

"Holy moly!" Vinyl yelled as she felt her adrenaline rise throughout her body.

"I told ya!" Vector said with a laugh as he hollered in a pure adrenaline rush.

They reached the end of the line and got out of the harness, Vinyl's mane was all over the place, and she looked like she just had a wild ride.

"That…was…awesome" she said.

"Told ya" he said before she looked at him and glomped him. They both shared a laugh as they rolled around on the ground.

"Vex, you're really something" she said before kissing him on the lips. "And I love that" she said. Vector smiled happily at that.

"Vinyl, you're one crazy pony." He said kissing her in return. "And I love that" he said.

"Yeah well I love you so hah!" she said before realizing she lost the bet.

"Love you too" he said with a grin. Vinyl just buried her face in his chest. Vector laughed at that and stroked her mane before getting up with her and walking back to town.

"One of these days I'm gonna win one of those bets" Vinyl said

"Keep dreaming" Vector joked, earning a playful shove from Vinyl.

With Trixie

Silver led her to a hill, with a picnic blanket set up and everything. The view from the hilltop was incredible, you could almost see the whole town of Ponyville.

"Wow" she said as she gazed at the sight. Silver smiled as he sat down on the blanket. Trixie smiled at him and sat as well.

"You know…it took me a long while to work up the courage for this" he said.

"Really?" she asked.

"Yeah, I was so nervous" he said. Trixie smiled and nuzzled his shoulder a bit.

"I'm glad you asked" she said happily. He smiled and stroked her mane a bit. She felt her heart rate increase when he did that and the temperature of her cheeks rise as she blushed. The moment didn't last long though, her stomach grumbled loudly wanting food. She giggled as she sat up and looked at Silver.

"So what's in the basket?" she asked. He smiled and opened it, getting out some sandwiches and cookies for the two of them. Trixie smiled as she levitated a sandwich up to her mouth and took a bite of it. She smiled more when she realized it was really tasty.

"This is really good" she said after swallowing the bite.

"Thanks, made them myself" he said.

"Really?" she asked.

"With a little help from Blaze"

"Knew it" she said with a smile. They continued to talk, and eat. Learning more about one another and becoming even closer.


	56. Hearts and Hooves Day Afternoon

i own nothing except the fanfic

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Hearts and Hooves Day Afternoon

Amy sat on her bed, just gazing at wall. Her eyes half open, her brain quiet, and her body still. How long she had been like that? Even she lost track, a few hours maybe? She wasn't entirely sure, nor did she care for that matter. Even after a whole 35 days she still couldn't get over the sight she had seen. Sure she was slowly starting to piece it together and maybe even do the impossible, which was to move on and look for another love interest. This day however, proved to be something she didn't need, it made her mind slowly tear itself open along with her heart as she remembered seeing Dash kiss Sonic. At first her reaction was less than pleased, but they were in a fight to save the world, so she just wrote it off. As time went on though, it got worse. She saw them together more and everything in-between.

She sighed as she continued to stare at the wall, her tears long since dried up from the morning. She debated on going back to bed and just sleep it off, turning her head to the pillow and sighing again she began to go for lying down. A knock at the door however stopped her, she turned to the door and blinked slowly.

"Come in" she said softly. The door opened, revealing Rouge, Cream, and Blaze.

"Hey girl, thought we'd come by to try and cheer you up" Rouge said with a smile. Amy smiled weakly at her. "Even brought the Apple family's famous Cider" she said as Blaze popped the cork on the barrel she had been carrying.

"Thanks girls" she said, glad they were there to help her.

About 1 hour and several mugs of Cider later

Amy was talking more, but was pretty much still a wreck.

"Come on girl, you gotta let that stuff go" Rouge said, wanting her to lighten up.

"Let it go?" she asked as images of Sonic flashed in her mind. "Let it go?!" she asked getting angry. "I'll never let him go!" she shouted as she summoned her long hammer and busted through the wall, going on a manhunt for Sonic.

Knuckles smiled as he finished setting up the best romantic scenario he could do with plywood, duct tape, and paint.

"Well it may not be the best, but at least I did it all myself, with all my heart." He said before looking around and sighing. "Sure am glad no one else heard that" he said before a scream was heard and about 2 seconds later something pink stormed through, trashing his hard work in an instant. His eye twitched at the sight of his ruined work.

"Dammit all!" he shouted before panic set in. "She'll be here any minute!" he said as he tried to restore what was destroyed. No matter what he tried though, it kept falling apart. "Ah man…" he said. "I sure hope she doesn't see this…" he said

"What shouldn't I see?" Applejack asked from behind him. He jumped and turned to face her quickly. With a nervous grin on his face.

"Nothing!" he said with a nervous chuckle.

"Knuckles, what did I say bout lying to me?" She asked.

"That I'd have a better chance of leading a horse to water and convincing it to drink" he said. She nodded happily at that.

"Now what happened?" she asked.

"I forgot to set up something for today for us. And I couldn't get anything last minute so I started making my own romantic setting for us, and that…well it's over there and in that tree, and floating in that pond over yonder" he said before turning to her. "I'm sorry Applejack" he said softly. Applejack walked up to him and embraced him in a hug.

"You're not mad?" he asked

"Oh I'm plenty disappointed in ya" she said before kissing him lovingly. "But I reckon you trying to make up for your mistake and owning up to it. Your heart was in the right place, so I'm happy you went so out of your way for me" she said.

"I love you Applejack, happy hearts and hooves day" he said. She smiled

"I love you too ya big knucklehead" she said.

Meanwhile

Eggman was walking down the hall of his base, humming a happy tune to himself as he did so. Taking a quick detour to enter the kitchen and grab a turkey club sub and resuming his walk.

"Turkey Club, yum yum yum" he said to the tune of what he was humming before taking a bite and sitting in front of his main computer. He swallowed what was in his mouth before typing a few keys.

"Service Bot 37298 reporting" the bot said as it saluted him from the other side of the screen.

"Excellent response time, how goes the construction?" he asked.

"Sir, we have achieved 60% completion"

"And the power matrix?"

"We have run substantial tests, it may be able to handle the stress of the energy required."

"Maybe isn't good enough. I want to know with 100% certainty that it won't meltdown or explode or anything when handling the energy" he said sternly.

"Yes sir, we will work on that."

"Eggman out" he said before closing communication and sighing before taking another bite of his sub. The base alarm began to sound as he chewed.

"Intruder Alert!" the intercom sounded repeatedly. Eggman swallowed his food and rubbed his forehead.

"Lovely" he said sarcastically as he turned in his chair only to be met with Gilda and Mephiles. "Even more lovely" he said before disengaging the alarm and staring at them. "What do you want?" he asked.

"Ah good sir, I guess you could say I'm looking for Technical Support" Gilda said.

"Metal sent you didn't he?" he asked as he took another bite.

"Nope, I'm here of my own accord. But while we're on the subject of Metal." She said

"She wants to get him a gift for Hearts and Hooves Day" Mephiles said, interrupting her.

"Mephiles!" she shrieked at him, red in the face. Eggman nearly choked on his sub, managing to swallow it before entering a gut busting laugh.

"Oh that's rich!" Eggman said as he slapped his knee, still laughing.

"Shut up!" she shouted, but it fell on deaf ears as he continued to laugh. Finally Eggman calmed down enough to finish his sub.

"So, you seriously think he'd care about a gift you got him? The only thing he cares about is power, and ruling over all living things" Eggman said. "He won't concern himself with petty emotions, they're more of a hindrance on him than anything"

"You're wrong! I can tell…he's got something deep inside of him…" Gilda said somberly. Eggman just sighed before pressing a few keys. A robot entered with a strange device and presented it to Gilda.

"Fresh off the production line. If you're so dead set on this, then give it to him." He said as she took it into her claws.

"Pleasure doing business" she said as she turned to leave with Mephiles.

"Don't say I didn't warn you" he said before she took off. "Mephiles was it?" he asked, the creature turned to him.

"Yes, what of it?" he asked.

"Those same eyes…it's certainly been a while. Chrysalis" he said. Mephiles just turned away and began to walk.

"That was my name" he said, emphasis on was.

"What are you up to?" he asked, "Why follow my bot and his bird brain companion?"

"Revenge…" Mephiles said as he vanished in darkness, leaving Eggman there to lean back in his chair.

"Things get worse before they get better" he said with a sigh as he got a transmission from his recon bots. He pressed a key and played with his mustache a bit. "Go ahead" he said.

"We found it, sir" the robot said, Eggman turned to the screen quicker than he could blink and stared at the screen. A huge smile appeared on his face.

"Excellent, start gathering data" he said.

"Yes sir!" the robot said before the transmission ended.

"I guess things are gonna get better after all" he said with a laugh.

Ponyville

Everypony was making sure they were either inside or just off the street at least, while a certain angry pink hedgehog stormed through, looking for Sonic.

"You can cook?" Rainbow Dash asked.

"Of course I can" Sonic said as they entered Ponyville. "Say…where is everypony?" he wondered before he saw a little pink dot in the distance.

"Sonic" it said in a scary voice before it started to get closer. Sonic realized it was Amy and that she was running at full speed with her long hammer. He screamed in pure horror as she got closer and closer.

"Is that Amy?" Dash asked.

"Yes! Now run!" he said before grabbing her hoof and running at high speed with Amy in hot pursuit.

"Get your ass back here!" Amy shouted

Dash was blushing from Sonic touching her hoof and started to flap her wings to fly at his running speed. "Sheesh! What's gotten into her?" she wondered

"I'm gonna clip your wings!" she shouted as she got even closer.

"Step on it!" he shouted as they increased speed to keep away from Amy.

With Shadow and Twilight

Finally they arrived where Shadow was taking them, smiling as he moved some vegetation aside, revealing a rare flower. One so rare that Twilight only had seen it once at another time in her life. It was a cosmic rose, it was a perfect crossbreed between a Lunar Rose and Sunlit Rose. It sparkled beautifully like the sunlit rose and gave off a soft glow like the lunar rose. But rather than the petals being gold or silver, they were a starry diamond color.

"I found it yesterday in bud form, and I was too worried to pick it, due to the fact I don't know what it is" he said, the flower in full bloom.

"It's beautiful. And I'm glad you didn't pick it, it would've died in your hands. It must be removed with magic" she said before easily doing so and holding it in front of her. "This makes the second time I've seen a Cosmic Rose. Thank you Shadow" she said before kissing him lovingly. He kissed her back with a smile.

"You're quite welcome" he said.

"Now let's get this baby home and get to preserving it. Might have to dig out that old flower pot" she said. Shadow smiled and walked with her back to the library.

With Spike and Sweetie

Rarity went out to look for Spike and Sweetie Belle, since it was dinner time. Luckily she had a good idea where they went, since she knew the clearing that Spike was most likely referring to. She had gone there herself many times for inspiration on fashion. She reached the clearing and smiled uttering a soft "Aaw" at the sight.

Spike and Sweetie Belle were curled up in the clearing, snuggled close to one another and sleeping peacefully. Rarity found it adorable and as much as she'd hate to do this, she had to wake them up.

"Spike, Sweetie Belle, wake up little one's" she said softly. The two sets of eyes fluttered open and yawns escaped them.

"Huh?" he asked, turning and seeing Rarity.

"Five more minutes" Sweetie mumbled cutely.

"It's time for dinner" Rarity said, upon hearing that both their stomachs grumbled loudly. All three soon found themselves laughing at that before Spike and Sweetie got up and stretched.

"Well then, what are we waiting for?" he asked. Sweetie agreed and soon all three were on their way back to the boutique for some dinner.

With Tails and Fluttershy

"Did you see that?" Tails asked as they made their way back to the cottage.

"Oh my yes, Amy didn't look too happy." She said. "Do you think Rainbow and Sonic are going to be alright?" she asked.

"Yeah, Sonic's escaped worse, so I'm sure he'll be just fine" he said as they landed at the front door.

"Well if you're not worried then I'm not worried" she said as they entered the home. Tails was met with a carrot between the eyes, causing him to fall backwards and hit the floor.

"Angel Bunny" Fluttershy said in a tone that said the little rabbit should be ashamed of himself. Angel was dressed in full army gear. A shirt, pants, boots, helmet, and war paint. He just sat from his position behind a few books on the couch with a serious expression as he pointed to his bed. Turning her gaze she saw that Changer was fast asleep in it. Stifling a giggle she went over to the little changeling. Tails sat up and rubbed his head where the carrot hit him.

"This means war fuzzy" he said to the rabbit who just glared at him, accepting the challenge.

"Changer, wake up. Mommy's home" she said sweetly, the changeling awoke and turned to her, smiling happily. "You know you're not supposed to be in Angel Bunny's bed" she said. Changer looked over to the rabbit and grinned sheepishly before getting out.

"Now you two behave" she said as she got to feeding her animals their dinner.

"I'll get started on our dinner" Tails said as he entered the kitchen. Changer went up to Angel and licked his cheek, earning a rabbit kick to the snout which made the changeling laugh as he tried to get Angel to lighten up and play.

With Pinkie

"Well, that was certainly one way to hide it" Pinkie said after taking a bite of an apple that said For Pinkie carved into it. After taking a bite she noticed the clue was inside it and began to read it.

"The final clue, I have a special present for you" she read and arched a brow before a big smile appeared on her face. "Oooh I wonder what kind of surprise?" she said as eagerness built, turning around she was met with her answer. Espio was hanging from a low branch, upside down. And as soon as she turned her lips met his in a kiss.

"Surprise" he said with a smile. She smiled back before kissing him again, liking this surprise.

"You're technique is good, who knows you might get as good as me" she said with a smile.

"Happy hearts and hooves day" he said as he got down and stood in front of her.

"Happy hearts and hooves day" she said before nuzzling up against him, happy as could be.

With Vector and Vinyl

Vector and Vinyl were currently hiding from a crowd of Vinyl's fans. Most of them being lovesick ponies due to this date.

"You sure don't get a break do ya?" Vector asked in a hushed voice.

"Only on special holidays do I hate having fans" she said in a hushed voice as well. "And my house is so close too!" she said, bummed out now.

"We need to think of a way to get you there."

"Live bait" Vinyl said after some thought

"Great idea…Hey!" Vector said realizing where she was going with this.

"Come on Vex you can create a diversion and I can get to safety" she said.

"What do you want me to do? Dress in drag and do the hula?" he asked.

Next thing the crowd of fans knew they heard bongos going off and saw a green crocodile doing the hula. As this happened Vinyl snuck into her home and Vector grinned as he finished the song.

"Everypony go home now. OY!" he did a pelvic thrust before running quickly into Vinyl's home.

"What just happened?" one pony asked, earning shrugs all around.

"Good job Vex" she said with a smile.

"Thanks." He said between pants from the entire hip shaking dance.

With Silver and Trixie

They stood in front of her house and both were smiling at each other. "Thank you Silver, I had a lot of fun." She said happily.

"I had fun too" he said happily, glad she enjoyed it. She leaned forward and kissed his cheek.

"I'd like to do it again sometime" she said.

"Definitely" Silver said with a smile.

"Hey, would you like to spend the night…with me?" she asked, blushing that she'd even ask that question, but she didn't want to be alone.

"Um…sure" he said as he smiled more. She entered the home with him and smiled happily at them, both of them blushing.

"Now just because we're going to share a bed doesn't mean there's any funny business to be had" she said.

"Don't worry" Silver said with a chuckle.

"I mean…not that I have a problem with funny business" she said as she looked into his eyes and trotted closer to him. He blushed madly and gulped a bit as he gazed back into her eyes before both of them moved closer and kissed.


	57. Hearts and Hooves Day Night

i own nothing except the fanfic

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

Hearts and Hooves Day Night

Metal Sonic returned to the meeting spot and saw Mephiles and Gilda there. "Good to see you two didn't get yourselves killed" he said

"Any luck?" Mephiles asked. Metal showed them a White Chaos Emerald.

"Awesome! Hey wait, I thought those lame brain heroes had them all?" Gilda asked.

"They did, they scatter them though" Metal said.

"Why?" she asked

"So that evil like us can't get all 7 in one fell swoop." Metal said

"Well this stinks. So how many do they have?"

"My sensors indicate at least 2 or 3. Hard to tell since I couldn't get an accurate read when they scattered them" he said.

"Speaking of your hardware" Gilda said before presenting him with the item. It was a sphere teeming with computerized knowledge and weaponry. "It's…my Hearts and Hooves Day gift to you…" she said with a blush. Metal just looked at her before placing a hand on the sphere and absorbing it.

After a long period of silence he put his hand on her head and gently rubbed it. "Thank you" he said. She blushed even more and smiled at that, "I've got an idea, why don't I take you to my home? You guys can take the initiation there" she said.

"Why?" Metal asked.

"Think about it, all those griffons will have your back when you're a sworn brother, that means finding and gaining the emeralds will be easy" Gilda said.

"I like that idea" Metal said. "Lead the way" he said, she nodded before yawning. "Typical fleshling" he said before sitting down.

"Sleep, we leave in the morning" Metal said, she nodded before curling up and falling asleep.

"Be honest, do you really care?" Mephiles asked, referring to Gilda.

"The only thing I care about is killing Sonic, and establishing my rightful place as ruler of all living creatures" Metal said. Mephiles just looked at him for a while before sitting down to sleep.

Metal couldn't help but look at Gilda, and all the new toys he had at his disposal, along with a few upgrades to his current features that she managed to acquire for him. If he had lips, he'd be smiling.

With Knuckles and Applejack

Knuckles was smiling as he relaxed in the bed with Applejack, her head on his chest and her breathing light and steady, since she was fast asleep. His hand was gently stroking her mane as he looked out at the moon through the window, slowly beginning to fall asleep as well.

"You still got it, you ol' Knucklehead" he said to himself before falling asleep with a smile.

With Sonic and Dash

Sonic was panting as he leaned forward, hands on his knees as he tried to stay upright. Dash was right next to him panting as well; both had been trying to get away from Amy for a while now. Sonic did a quick check of his surroundings, no pink girl with a hammer anywhere to be found.

"I think we lost her" he said before a hammer came down onto his head from above. "Nope…there she is" he said with a goofy grin as he wobbled a bit before falling on the ground.

"Amy! What is your problem?!" Dash asked as she did her best to stand her ground, despite her legs shaking, wanting to buckle under her.

"My problem? You are my problem! You took Sonic away from me!" she shouted as she raised her hammer.

"Amy!" Sonic shouted, Amy turned to him still enraged. "Let it go…" he said softly.

"What?" she asked.

"Let me go, it's okay." Her face began to soften as she dropped the hammer and began to sob.

"I can't! I love you too much!" she said.

"If you love something, set it free." He said softly. She gasped before looking up at him and glomping him, giving him a bone crushing hug. He wheezed a bit and hugged her back, "Amy, I'm sorry" he said softly.

"It's…okay…" she said softly. "I need to be a big girl…"

Dash smiled and walked over hugging Amy as well.

"Promise you'll take good care of him Dash"

"I will Amy" she said. They all smiled and were soon making the trip home, dropping Amy off at Ponyville before Dash and Sonic went to her cloud home for some well-deserved rest. After a shower so they didn't stink up the place.

With Shadow and Twilight

Twilight finished etching another rune onto the floor, the Cosmic Rose in the center of the runic circle she had finally finished drawing.

"All this just to preserve it?" Shadow asked.

"Yep, it's the rarest, and most valuable flower in existence" she said before casting her magic, the floor lit up brightly as the runes began to float and become part of the flower. The spell ended with Twilight sweating and panting, having taken a lot out of her.

"You alright?" Shadow asked, putting a hand on her back.

"Yeah" she said as she looked at the rose and smiled, it was successfully preserved. Such was evidenced by the small rune that was glowing on the stem before it faded. "Good, now it won't wilt"

"What's so special about it anyway?" Shadow asked.

"When eaten, this rose can cure any ailment. Once"

"Once meaning?"

"That if a pony ingests it a second time they die" She said as she placed the rose in a vase. "The princesses can make this perfect crossbreed between the Sunlit and Moonlit Roses easily. But they don't due to the fact that it's not something you should have plenty of."

"I see, so they let nature produce it" Shadow said.

"Exactly" she said with a smile before yawning.

"Tired already?" Shadow asked before yawning as well. Twilight just smirked at him.

"Let's get some rest, I'm sure Spike is going to spend the night at Rarity's" Twilight said. Shadow nodded as he followed her up the stairs. Twilight climbed into bed, followed by Shadow. She smiled and snuggled close to him, his arms wrapping around her as they both drifted to sleep.

With Spike and Sweetie

"Thanks for dinner Rarity" Spike said with a smile as he patted his stomach, which was now full of gems that she had left over from a recent gem hunt.

"You're quite welcome Spike" she said with a smile

"So are you spending the night?" Sweetie asked

"Yeah, it is pretty late. And I'm getting" he yawned "sleepy" he said

"I don't have any spare beds, so you and Sweetie will have to share the one she uses" Rarity said.

"No problem" Spike said, while Sweetie couldn't help but blush at that. She shook it off as a yawn escaped her before heading to her room with Spike and climbing into bed.

"Night Spike" she said.

"Night Sweetie Belle" he said, both drifting off to sleep.

Rarity just smiled at how cute that was, "my oh my, I think I hear wedding bells" she joked to herself.

With Tails and Fluttershy

No one knows how it happened, but it happened big time. Carrots were all over the living room, Changer and Angel were fast asleep from everything they did that day. Which was wrestle and throw carrots at one another. Angel was on top of Changer's back as both of them slept peacefully.

"Well, at least they're getting along" Tails said with a sheepish grin. Fluttershy just smiled and sighed.

"They certainly can make a mess" she said before both of them started to clean up the war zone. Afterwards they went upstairs and climbed into bed.

"Today was wonderful Tails" Fluttershy said happily.

"Glad you enjoyed it" he said before kissing her lovingly, which she happily returned.

"Good night" he said softly

"Good night" she said both soon falling asleep.

With Pinkie and Espio

"Hey Espio, how come you meditate?" Pinkie asked, never really understanding it since it meant not moving around, something she loved to do.

"It helps me keep a clear mind, manages stress, and helps me with energy"

"Energy? Like running around and stuff?"

"Yes, daily energy. Meditation helps me manage my stress levels, which helps with my usage of energy. So I don't tire out as quickly. Not only that, but it helps me keep calm in stressful situations, which helps my performance greatly" he said. Pinkie ooh'd at that and a grin slowly came onto her face and transitioned into a full blown smile. Her eyes going half open, making a seductive look toward Espio.

Espio noticed this smile, and it didn't take for him to realize why the rest of her expression was like that. "So it helps you Perform huh?" Pinkie asked. Espio blushed and blinked, trying to comprehend that this was actually happening. No amount of meditation would be able to keep his mind clear and focused in a situation like this. Pinkie began to laugh.

"Oh relax Espio. I'm only teasing. Besides it's too soon to get into seriousness like that" she said. Espio just chuckled before looking at her and smiling.

"Say, how about I teach you how to really meditate? We can do it together, and it might give you the energy and clear mind to throw a party just as big as that Gala thing you told me about" he said. Pinkies face exploded into happiness before she glomped him and gave him a kiss.

"Oh that would be super wonderful, and amazing, and-" Espio put a hand to her mouth to silence her.

"Calm, is the first step" he said. She smiled more and kissed him again before they both went to bed, tired from the day.

With Vector and Vinyl

"Today was so awesome!" Vinyl said happily after finishing dinner.

"Glad you agree" Vector said, both of them sharing a laugh.

"What time is it?" Vinyl asked as she yawned.

"Time for bed" Vector half joked.

"Sounds good to me" she said before heading to her room with Vector, both of them falling asleep before their heads hit the pillows.

With Trixie and Silver

As much as I'd love to express the details of their night together, I have a feeling I'd hit the mature rating in the process. So I'm gonna be as vague and misleading as possible.

Trixie lay beside Silver, her hair a mess and fur matted with sweat. Silver was pretty much the same, with the fur and sweat part. His little pot leaf hairdo still in perfect shape, one of the 7 great wonders of the world is how the hell it stays in such perfect condition.

Both were close to one another, Silver's arm wrapped around her and holding her close as she rested her head on his chest, listening to his steady breathing and heartbeat. The gentle rise and fall of his chest relaxing to her.

"Silver?" she asked softly.

"Hm?"

"That was amazing, heck all of today was amazing" she said with a smile. "Thank you so much"

"I'm just glad to have spent the day with you, and made it amazing for you" he said.

"You're such a sweetheart" she said before kissing him and resting her head again. He smiled and slowly closed his eyes.

"Sweet dreams Trixie" he said softly, earning no reply since the magician was now fast asleep. He just smiled more before joining her in slumber.

Somewhere in Equestria

A Chaos Emerald glowed softly as it lay in the grass of a dense wooded area. Its yellow glow easy to see in the darkness of the night. The air was quiet, save for the few noises produced by insects. The peace was broken however by a few dragons running from a flock of angry Phoenix's. A lanky maroon dragon dove to the ground to avoid a swooping phoenix, covering his head as they all flew over him and his gang. Among them were one with a white body and green scales, and another with a black body and purple scales. The other two were different shades of purple, one having a green underbelly and blonde scales over his eyes, the other had a lighter shade of purple for his scales that were in a Mohawk style. All of them sighed in relief after avoiding those angry birds.

"Dammit Stone, you just had to run back to us after luring them away didn't you?" The maroon one said harshly to the purple and green one.

"Well sor-ry Garble" he said as sarcastically as possible.

"Now we've got no eggs to eat and I'm freaking starving!" Garble said before noticing a yellow glow in the distance. The others noticed he was staring at something and turned to look, noticing the glow as well. Garble flew over to it and picked it up, his gang landing around him soon after.

"What is it Garble?" the white one asked.

"It looks like a gem" the black one said.

"Looks like we have our snack boys" Garble said before taking a bite of the gemstone, the next sound to be heard was a crack, but not of gemstone breaking. The next thing to happen was a scream of agony coming from Garble.

"Son of a bitch!" he shouted as he put a hand to his mouth, down on the ground were fragments of his teeth. The other dragons chuckled a bit.

"What's wrong Garble? Gem too tough for you?" the black one asked.

"Alright then smart ass. You bite it" he said muffled by his hand as he handed him the gem.

"Where's the challenge?" the black one asked.

"Yeah, did you forget Crunch has the strongest bite out of all of us?" Stone asked. Crunch grinned and took a bite of the emerald, only to have the same result as Garble. A sick crack followed by a scream and fragments of teeth falling.

"What?!" the white one said in shock as Crunch held his mouth in agony.

"There has to be damage to it" Stone said before picking it up and examining it.

"Well?" Garble asked as the pain became a dull throb.

"Not even a scratch" Stone said.

"That's impossible!" Garble shouted before taking it and looking at it. "He's right…not a scratch…"

"What in the name of Tartarus is that thing?" Crunch asked.

"No clue" Garble said as he gazed at it before smiling. "Oh well Finders Keepers" he said earning protests from the others.

"Oh bite me, I saw it first, so now it's part of my hoard" Garble said, the others murmured as they accepted defeat.

"Besides, if this gem is strong enough to break our teeth, I wonder what else it can do?" Garble said as it glowed a little brighter in his hands.

* * *

**Took me forever to get this done. but now my writers block is gone. and unfortunate too, Halo 4 will be out in 4 days. so that's gonna take a lot of my attention away from here. but i promise i will write when i can. heck i might get another chapter out before Halo 4's release date. here's hoping.**


	58. The Crystal Empire

i own nothing except the fanfic

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

The Crystal Empire

"Princess Celestia!" A Solar Guard shouted as he entered her royal chambers, having run quite a distance.

"What is the matter?" she asked.

"IT has returned" he simply stated, Celestia became alarmed at this.

"Tell Shining Armor and Cadance and have them investigate this. I'll send for the Elements" she ordered. The guard quickly saluted before doing as instructed.

2 days later

Twilight was running back and forth, trying to get things packed in a hurry.

"Twilight, would you calm down? It's just a test" Shadow said, causing Twilight to stop and immediately turn to glare at him.

"Just a test?!" she asked, outraged that he would even think it was just some test. "Princess Celestia summoned me to Canterlot for a test! It's not just any test! It could be the deciding factor of whether or not I'll be her personal protégée anymore!"

"Well getting all worked up about it isn't going to help much." Shadow said, earning a death glare from her.

"He is righ-" Spike stopped midsentence when that same glare found its way over to him. "Shutting up"

"Permission to enter not needed!" Sonic said before entering the library with Rainbow Dash close behind him. Their attention was soon focused on Twilight running around like a chicken with its head cut off.

"She stressing?" Rainbow asked

"Yep" Shadow said.

"What for?" she asked

"A test that Celestia has requested her presence for" he said.

"That's all?" she asked, scoffing at how easy that sounded. Twilight made no move, no sound and began to glow faintly.

"Hit the deck!" Spike shouted before Twilight released her magic, causing the whole treehouse to fly into the air and land back on the ground where it was.

Canterlot

"Are you sure she is ready for this sister?" Luna asked, her coat shining softly in the sunlight coming through the window.

"I'm more than sure, Luna. She and her friends did save us all from Stargazer not too long ago" Celestia said with a smile.

"Truly they did…though I still have this feeling" she said before Celestia fanned out her wing and draped it over her sister's shoulders.

"Never you worry Luna, they'll do fine. I have the utmost faith in their abilities"

The doors swung open, revealing a nervous Twilight carrying over packed saddlebags that were bursting at the seams from how stuffed they were. Luna nodded to her sister before leaving the room, nodding to Twilight before exiting and shutting the door behind her.

"You needed to see me Princess?" she asked, trying to keep the best poker face on and failing miserably.

"Yes Twilight, though I'm afraid you over packed for nothing my dear student" she said with an amused smile. "This test will require you to head to the arctic north"

"What?! The arctic north? But why?" she asked, confused and relieved at the same time.

"The Crystal Empire has returned, and it's vital you and your friends save it from a great evil" Celestia said, "1000 years ago, The Crystal Empire was responsible for creating love and friendship throughout Equestria. Thanks to the crystal heart in the center of the city. If love and light fill it, so shall Equestria be full of these." She said, using her magic to grab a crystal and demonstrate by filling it with kindness and love, making it sparkle and shine beautifully.

Twilight just watched, absorbing all this like a sponge. "But if hatred and fear fill the heart…" she trailed off, conjuring hatred as her eyes turned a bright green color with a purple aura trailing off of them. She filled the crystal with this magic, causing it to dull and crack until it was dust. "I'm afraid Equestria will be doomed if that happens" she said.

"Why has the empire suddenly appeared?" she asked. Celestia sighed softly before beginning the tale.

"1000 years ago, a unicorn by the name of Sombra became king of the Empire. He enslaved the crystal ponies, using his magic and hatred to taint the crystals. My sister and I confronted and defeated him. He was one step ahead however, using his magic he made the Empire disappear with him. If the Empire is back, so is he, and you must not let him gain control of the empire."

"I won't let you down Princess" she said, feeling determined to save the Crystal Empire.

"Shining Armor and Cadance are already there waiting for you and your friends. A train is scheduled to leave within the hour, get on it."

Twilight nodded before bidding farewell and heading out.

Outside

Twilight exited the castle and was greeted to the sight of Spike and Shadow. "So how did it go?" Spike asked. Shadow waited to hear her answer, but instead got singing of all things. Which he soon began to detest, especially after Spike began to sing. After about a minute or two it seemed it was ending finally.

"Oh no I wasn't"

"Oh no she wasn't"

"Oh no a headache" Shadow said in the same tune, causing them to look at him.

"Why'd you have to go and break the rhythm for?" Spike asked.

"Well anyway, we just need to get our friends and head up north" she said before bumping into Big's belly.

"Hello Twilight" he said with a smile.

"Hello Big" she said with her own smile.

"Bout time ya'll showed up" Applejack said, standing with all their other friends.

"Well, shall we not waste any time and get this show on the road?" Rouge asked, earning a nod from Twilight.

"Let's do this!" she said with a determined expression as they boarded the train and were soon on their way to the arctic north.

1 day later the train soon came to a stop in a station in the middle of the snowy land. Which was currently experiencing a snow storm. Our heroes exited the train, being met instantly with the chilling cold of the weather.

"Kind of reminds me of Ice Cap…" Sonic said to himself.

"Huh?" Dash asked him, having heard him mumbling. He shook his head, smiling at her.

"Nothing Dash, come on, we gotta find this Crystal Empire" he said before a voice rang out from nearby.

"Twily!" Shining Armor called to his younger sibling

"Shining Armor" Twilight said as she ran up to him, giving him a hug.

"So glad you all could make it. We could really use the help."

"What's going on?" Shadow asked

"I'll explain once we're at the Empire, it's not safe out here. Follow me" he said, leading them toward the empire. The howls of arctic wolves could be heard in the distance as they trekked through the snow. Big was using his large size to shield Rarity, Rouge and Cream from the storm as best he could as they walked.

"There it is!" Shining shouted loud enough for all to hear him through the wind. In the distance was a glowing dome like shape. "Hurry, we need to…" The wolves howling suddenly stopped and Shining got this look of horror on his face. A black mist was closing in on them from behind, and it was moving fast.

"RUN!" he shouted, taking off at full speed. The others followed him, turning to look at what they were running from as a pair of glowing green eyes with a purple mist and red irises formed. The slit pupils stared them down as the mist got closer and closer. The empire was getting closer and closer as they ran, but Sombra was having none of that, determined to catch them.

Shining quickly stopped and readied a protection spell using it to slow Sombra down just slightly.

"Shining Armor!" Twilight called out before being yanked into the barrier by Shadow. Shining blasted Sombra again before the mist retaliated, sealing his horn with dull and dead crystals growing off of it. Quickly Shining Armor jumped into the barrier which Sombra collided with before backing off, unable to pierce through it.

"What…the hell was that?" Shadow asked.

"THAT, was King Sombra" Shining said, panting as he stood up.

"Everyone okay?" Knuckles asked, earning affirmatives from everyone.

"Come on, we gotta get to the palace" Shining said, leading them through the city to the palace and then up to the throne room where Cadance was. She smiled at the arrival of them, looking worse for wear.

"Twilight!" she said happily

"Cadance!" Twilight said just as happily before the two moved closer to each other.

"Sunshine Sunshine ladybugs awake. Clap your hooves and do a little shake." They chanted as they did their usual greeting.

"So girly…" Shadow said to himself.

"Uh, beg pardon, but they are girls" Applejack said, earning a glare from Shadow and chuckle from Knuckles.

"She got you there" Knuckles said.

"Zip it echidna" Shadow warned.

"It is great to see you all" Cadance said before wincing and putting a hoof to her head, the barrier flickered when that happened, but soon stabilized.

"What's wrong with your barrier?" Shadow asked.

"She's been up for days maintaining it to keep Sombra out" Shining said.

"Couldn't you use your protection spells to help her?" Twilight asked

"I wish I could, but Sombra sealed up my magic, so I'm no good there.

"Maybe we could go around and ask the locals about any info that could help us to create a barrier and give Cadance a break" Twilight suggested.

"That's a great idea, we'll leave it to you" he said.

"Alright! Time to get some info on how to stop this Sombrero guy" Sonic said, excited.

"Uh Sonic" Dash said, poking his shoulder with a hoof. "His name is King Sombra" she corrected him.

"That's what I said, King Sombrero" he retorted.

"Oh my gosh I don't want to argue with you about this" she muttered through her teeth, a little annoyed. Sonic however just had the goofiest grin on his face.

Somewhere in Equestria

Metal, Mephiles, and Gilda were preparing to leave to head to the Griffon Kingdom, where Metal was determined to gain the trust of the Griffons so he'd have his own scouting party for emeralds, not to mention they'd be a nice little army.

"We gotta go far north to reach my birthplace, there you can take the initiation" Gilda said.

"Very well" Metal said, heading that way with Mephiles and Gilda. Their trek was going to be a long one.

Back on Earth

"Boss! Boss!" A deep voice shouted as it ran down the hall and busted through the door.

"Yes Storm?" Jet asked, already knowing this would lead to a headache.

"I found something amazing Boss" he said

"Is it another old lady in the park feeding pidgeons?"

"Uuuuuh….."

"Dammit Storm!"

"Uh wait! I found something else!"

"A bird bath?"

"Uuuuuuuuh….."

"Oh for the love of…"

"No wait! I did find something else that's even better!"

"This should be good" Jet said, prepared for something stupid

"I saw a hurricane with a pretty picture in the middle" Storm said. The room fell quiet as Jet looked at Storm quizzically.

"That's stupid…even from you" he said.

"Just come on!" he said, grabbing Jet and dragging him along. "Wave is already checking it out"

"How on Earth you got her roped into this I'll never know…" Jet said, getting on his Extreme Gear and flying with Storm leading. Soon they came upon the hurricane in question.

"I'll be damned…he wasn't making it up…" Jet said as they flew down to where Wave was.

"Wave! I brought him!" Storm said as they landed.

"Good job Storm" she said with a smile turning to them.

"Mind telling me what the heck I'm looking at?" Jet asked.

"A hurricane" she said simply.

"Okay smartass…what type of hurricane?" he asked.

"I don't know…it's giving off weird readings…similar to our gravity bands" she said. Jet looked at the silver bracelet on his wrist that allowed him and his team to alter gravity.

"So what does that mean?" he asked.

"BOSS!" Storm shouted from high above, "I can see another world in there!" he added. Jet looked at Wave before they got on their Extreme Gear and flew up to where he was. Storm pointed to the eye, where in fact another world could be seen.

"What the hell?" Jet wondered aloud, trying to figure this out.

"I'm getting Chaos Energy readings from the eye" Wave said, her detector going crazy.

/So that's where they all vanished…/ Jet thought before diving straight into the eye.

"Hey!" Wave shouted before going after him, followed by Storm.

They passed through, feeling weird, fuzzy, distorted. Everything really, as they passed through and ended up in some mountainous area.

The Babylon Rogues, have arrived in Equestria.


	59. The Crystal Empire Part 2

i own nothing except the fanfic

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

The Crystal Empire part 2

The Heroes set out from the palace, splitting into groups in order to find as much info as they could to help the Crystal Ponies.

With Twilight, Spike and Shadow

"Are you sure? Absolutely sure?" Twilight asked a Crystal mare, who had opened the door of her home and received questions about what happened in the empire.

"I'm sorry, I wish I could help you" The mare said, getting a dejected look as she tried to remember "But I just can't remember anything before King Sombra came to power" she said before her mind was filled with the image of his eyes, glaring at her. She winced in pain as that image made itself known.

"And I don't want to remember anything about the time he ruled over us." She added, looking toward the ground before closing her eyes and shuddering.

"King Sombra's spell must be why their coats aren't…crystal-y" Twilight said to Shadow and Spike before turning her attention back to the mare.

"Have we really been gone a thousand years?" She asked.

"Yes" Twilight answered.

"It feels like it was just yesterday…"

"If you think of anything, even the smallest thing" Twilight said.

"Of course" The mare said, shutting her door.

"Well that was a total bust" Spike said

"Maybe the others are having more luck?" Twilight said, hopeful that they got some more info on this.

/Sombra…/ Shadow thought, wondering many different things about him, namely what it would feel like to test his mettle against such a tyrannical figure that also seemed to be quite an intelligent powerhouse.

With Sonic and Rainbow Dash

"Way to protect the empire, you know anything about it or what?" Dash asked a crystal mare, hovering in front of her and being all touchy feely with said mare.

"I wish I could help you. Really." The mare said, hanging her head low and walking past Dash. Rainbow wasn't done yet and flew ahead of her to cut her off.

"Come on! You've gotta know something!" She said, nudging the mare with a few light jabs.

"But I don't have any information" she said, walking off again. Dash facehoofed, irritated at this.

"Relax Dash…we'll find our answers, we just gotta keep our cool." Sonic said.

"I know, but…"

"Look, I want to save this place just as quickly as you do so the ponies will stop moping around. We just need to take this one step at a time and keep our cool. Cuz if we go nuts, this place is doomed for sure" he said.

"Yeah. Thanks Sonic" she said, looking around before nuzzling him quickly. Sonic just chuckled at that.

"We got more ponies to ask, so let's get to it!" she said flying off. Sonic nodded before speeding off to find any info he could.

With Tails, Fluttershy and Changer

"Um excuse me" Fluttershy said to a passing Crystal mare who didn't even acknowledge her. Seeing that as a lost cause she turned to a stallion "I was just wondering" she was once again ignored. Spying a table with two ponies at it she gained a look of determination before flying over to it and taking a deep breath as she raised an assertive hoof. Almost immediately she dropped this posture and curled up, becoming bashful once again.

"Oh that's okay…you look busy anyway" she said.

Tails sighed and shook his head before looking at Changer, "Well at least you've got someone like me to look up to Changer" he said with a smile.

/oh please, you were freaking out from a harmless bur that was holding your tails together./ Changer thought, "Yeah, good thing dad" he said, agreeing with him.

"Wonder why these Crystal Ponies are so out of it though…" Tails thought out loud.

"Shouldn't they be more…Crystal like if they're called Crystal Ponies?" Changer asked.

"Good question" Tails said

With Pinkie, Espio, Amy, Vector and Charmy

Unbeknownst to Espio, Pinkie got dressed up in a black sneak suit with golden goggles on her head. She appeared on a roof, looking toward some unsuspecting ponies.

"Time to gather some Intel!" she said in a hushed voice before using a rope to get closer to listen in on the conversation.

"It just feels like something is missing" a crystal mare said

"I know. It looks the same, but it doesn't feel the same" a stallion said, both turning to look at each other with frowns on their faces.

"Because it isn't!" Pinkie said in her hushed voice, hanging upside down above them. Looking up the two saw her and reared back onto their hind legs

"A spy!" the mare shouted before the two ran off. Pinkie screamed and fell to the ground with a thud. Picking herself up in time to see them disappear.

"A spy? How did they know? Must've noticed my night vision goggles." Pinkie said before putting the goggles on and activating them. "Ooooh Nightvisiony" she said before smacking into a pole and falling to the ground. Espio just arched a brow, smirking at her.

"How'd I do?" she asked with a smile

"Needs work honey" he said causing her to giggle.

"Well no one seems to know anything on my end" Vector said. "Hell most of them were perplexed by him" he pointed at Charmy who was flying above some of the crystal ponies. The ponies just stared at him as he buzzed around, yammering on about playing and cake, lots and lots of cake.

Amy walked up to the group and they looked at her, expecting good news. "Nothing" she said, "They just don't seem to really know what's happened…"

"Can you blame them? I mean they just recently reappeared from a 1000 year slumber" Espio said.

With Rarity, Rouge, Big, Cream and Omega

Rarity was busy picturing herself as a crystal pony, which actually didn't look half bad. All crystal sparkle and what not.

"And when you flip your mane, it simply must create a rainbow of color." She said, lost in her imagination in front of several crystal ponies. "Wouldn't I look just magnificent? So sparkly" she said using her hooves to bounce her mane as the crystal ponies just smiled and backed away as quickly as possible.

"Omega? How do you think I'd look as a Crystal bat?" Rouge asked the bot.

"A bat made out of crystal" Omega answered simply.

"Do you have no imagination?" she asked

"Negative" he said, since he was a robot he was lacking in the imagination department.

"I think you'd look lovely Ms. Rouge" Cream said, Cheese agreeing happily.

"Well thank you, at least someone here has the imagination necessary for you Omega"

"Irrelevant data. Sensors indicate probability of success is faltering every second" he said.

"Yeah…we should get a move on" Big said, having no idea what Omega meant, but feeling that standing around was the reason it was said.

With Knuckles and Applejack

"Excuse me, we're trying to figure out what happened here, could you help us?" Knuckles asked as he approached a crystal stallion.

"I don't know how much help I'd be, why don't you try the library? I'm sure there's a book in there that will help" he said before leaving.

"Twilight's gonna be pleased as punch to hear that" Applejack said.

"Eeyup" Knuckles said before covering his mouth quickly.

"Too late, I heard it" she said before laughing.

With Silver, Blaze, Marine and Trixie

"Strange…they're supposed to be all…sparkly and what not" Trixie said as she gazed at several ponies.

"Really?" Blaze asked.

"Yes, from all the stories I heard as a foal, it was said they sparkle just like crystals, hence their name"

"Well…me and Marine got no info…really the only thing we did get was a loss in translation" Silver said.

"Well how was I supposed to know that they'd have trouble understanding my accent from down under?" Marine asked.

"It's an acquired trait to be able to understand you sometimes Marine" Trixie said.

"What's that supposed to mean?" Marine asked.

"Simply put, one has to be around you long enough to understand what you mean. That's all"

"Well that certainly makes me feel special bout all the friends I have" she said with a smile.

"Good, now let's find the others" Trixie said

At the center of the empire

"I got nothing so far" Rainbow Dash said after landing.

"Oh me neither" Rarity said, leaving her imaginary world for a bit.

Fluttershy walked up to Twilight before unzipping herself to reveal Pinkie Pie.

"My cover has been blown. I repeat, my cover has been blown!" she said in a hushed tone, violating Twilight's personal space while she was at it before backing off quickly.

"Well…I actually didn't see that one coming" Espio said.

"Okay?" Twilight said, confused as could be as to what just happened.

"Sorry Twi, the only real piece of info I got was about a library" Applejack said earning a gasp and starry eyes from her lavender coated friend.

"A Library?" she asked, getting way too excited about it. "Well why didn't you say so?" she asked, heading off to find the library.

"You've unleashed the beast Applejack. Unleashed the beast" Shadow said, walking past her.

"I told ya she'd be happy about it" Applejack said to Knuckles.

"Let's just find her before she hurts herself" Knuckles said before they and all the others followed the unicorn to her favorite place, The Library.

Somewhere in the mountains

Jet felt his vision returning, as well as the onset of a headache as his eyes opened slowly. With a pained groan he used his arms to push himself up into a position that allowed him to use his weight to sit.

"Wave? Storm?" he called out, trying to locate his teammates.

"Over here Jet." He could hear Wave say, turning his head he saw them both and smiled in relief they were unharmed.

"What just happened?" Storm asked.

"I don't know, but we're on the other side of that portal. We're in a place we don't know and I haven't been able to locate the storm that houses the portal." Wave said, saddened by their stranded status in a foreign place.

"Don't worry, we'll just use our Extreme Gear and ride on through this place and find our way home." Jet said with a confident smirk.

"No can do…our boards aren't functioning…believe me I tried" she said.

"What about our Gravity Bands?" Jet asked, fearful of them being damaged beyond use.

"They're fine, but not completely" Wave said, revealing the gems on the bands were duller than before, electricity crackling faintly around them.

"What's that mean?" he asked, noticing both his and Storm's were the same.

"It means they work fine, but the method of usage is different…" she said. "I did a test earlier…it worked, however I felt incredibly drained…"

"Are you telling me the bands can't produce enough energy by themselves for a gravity shift?" Jet asked, starting to figure it out.

"Indeed I am saying that Jet, the gems have been damaged and can't produce enough power on their own…so my guess is that since we've worn them so long and used them so much, they've made a link with us that utilizes our own energy to power it" she explained

"So our own energy is drained with usage? Well…that certainly makes using them a little more risky" he said.

"A little? Jet, we're talking about the fact we're in a highly vulnerable position when we use them now" Wave said sternly.

"She's right boss…this is serious" Storm said. Jet sighed before nodding and slowly standing up, managing to do so with shaky legs.

"Yeah, I gotcha, they're dangerous…well more dangerous than before" Jet said before looking for his board.

"I've already shifted them to compact mode, I'll be carrying them till they're able to be used again" Wave said, knowing what he was looking for. Jet just nodded, letting her do that till things picked up.

"Well, this is quite a sight, I was wondering what all that ruckus earlier was" A rather elderly male voice said. The three of them turned to face the voice, seeing a griffon with gray fur and white feathers. His eyes a bright turquoise and gentle in their gaze. He carried a tribal staff in one taloned hand, smiling at the three Rogues.

"Now, now no need to be alarmed, I mean no harm to you three. Contrary to popular belief, we Griffons are a gentle yet very proud race." He said with a small chuckle to himself.

"Griffons?" Wave pondered, knowing they definitely were in another world for sure now.

"Indeed, I am Wulok, elder of my tribe here in the Griffon Kingdom. What are your names?"

"I'm Wave the Swallow" Wave said with a smile.

"Storm the Albatross" Storm said, beating his chest once with one hand.

"Jet the Hawk" Jet said.

"A pleasure to meet you all. Now come along, I'm sure you'd like a place to stay while you recover" he said, walking back toward his tribe.

Jet looked to the other two before nodding and following him, Wave and Storm close behind Jet.

Somewhere over the ocean

Metal Sonic, Gilda and Mephiles were making their way to the Griffon kingdom. Flying high above the water below.

"How much farther?" Metal asked.

"I can see the Sea Spire up ahead. Our destination is about 20 minutes after that" she said.

"Good" Metal said, flying faster. Gilda just sighed before flying faster as well.

"Hey! Don't forget about me!" Mephiles shouted before flying after them.


	60. The Crystal Empire Part 3

i own nothing except the fanfic

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

The Crystal Empire part 3

"I just…I don't even…there are no words" Twilight said with the biggest smile on her face as they entered the library. Books lined the multitude of shelves throughout the building.

"Ahem" an elderly crystal mare cleared her throat, directing their attention toward her. "May I help you?"

"Yes, we're looking for a book" Twilight said.

"We have plenty of those" the mare said, using a hoof to gesture toward the many shelves.

"You do. You really do" Twilight said dreamily with stars in her eyes as she slowly spun in place.

"We're looking for a history book" Applejack said. "Something that might tell us how the empire protected itself from danger back in the day"

"Yes, of course. History…History…" the mare began to think, rubbing her chin with a hoof in thought. "Ah yes"

At the mention of that telltale sign that she remembered everyone perked up, waiting to hear where the book was. However, they were only met with silence and a smile from that mare.

"Which is where, exactly?" Twilight asked

"I…I can't seem to remember, I'm not sure I actually work here." The mare answered, causing Dash to face hoof and drag her face downwards in frustration.

"Stop that" Sonic said earning a raspberry from her.

"Let's just take a look around, I'm sure we can find it on our own" Twilight suggested before they all began to head toward the center of the library to search for it.

"Let me know if you find anything!" the mare said before leaving. Pinkie smiled brightly before turning to head off with her friends.

"I like her" she said happily.

For the next hour or so, our heroes searched for that one book. Though they kept coming up empty, no matter how unique their approach was to finding it.

"Anyone else starting to think this is a lost cause?" Applejack asked after tossing several books aside.

"No. No. No. No. No. No." Twilight said as a trail of books she was levitating into a pile floated by her eyes, suddenly her face lit up as she spotted the tome of which they were after.

"Yes!" she said happily as she took the book into her hooves. At the hearing of this everyone gathered around her as she set the book down for all to see.

"History of The Crystal Empire" Twilight said with a smile as she began to use her magic to open it. "I just hope it has the answers we need" she said glancing at the pages before a gasp escaped her.

"What's up?" Shadow asked.

"We need to tell Shining Armor and Cadance right away" she said urgently. Shadow nodded taking out his green emerald and using Chaos Control to warp them all to the throne room.

"You're back…with a flashy entrance" Shining said.

"We have the answer!" Twilight said happily before using Spike as a book stand as she read from it to her brother and Sister in law.

"A Crystal Faire. According to this book it was established by their first Queen and became their most important tradition. The faire was held every year to" she paused, using a hoof to guide her eyes as she read the text word for word at this part, "renew the spirit of love and unity in the empire so they could protect it from harm" she finished reading, looking up at Shining and Cadance.

"My friends and I can put it together. Everything we need to know is in the book" she said.

"That sounds pretty promising" Shining said, looking over at his wife, who was more worse for wear. Her posture was slouched, her eyes were closed. Every fiber of her body ached and begged for sleep and rejuvenation. Her magic humming softly from her horn as she maintained the barrier.

"We'll get started right away" Twilight said. "Come on Spike" she said before the little dragon closed the book and followed her with uneasiness in his steps due to the heavy book and back pain from holding it up.

Twilight gathered with her friends in a meeting hall and just as Shadow was about to welcome her back she began to sing. Once again Shadow found himself in disbelief and annoyance from the singing. Which these escalated as everyone else began to join in. About halfway through he did the only sensible thing, leave the room.

"Sheesh…what's with him?" Rainbow asked.

"He's not a fan of random singing" Twilight said before going after him to explain the plan without the singing.

"I never knew he was a fan of singing to begin with" Sonic said.

Outside of the palace

Our heroes began to set up the faire with everything necessary from food to games and colorful decorations.

"Everything looks amazing!" Twilight said, using her magic to carry the book as she looked at the now completed setup. "I don't know how I could've done this without all of you" she said, earning smiles from everyone

"Subject Twilight is happy, Crystal Faire Setup objective complete" Omega said.

"Yes Omega, good work" she said.

"Subject Twilight slightly irritated by my statement, permission to retract and revise original statement?" he asked

"Not necessary Omega, but thank you" Twilight said.

"You are welcome"

"One last check to make sure everything is in place and then the festivities can begin" Twilight said, resuming her observation of the fairgrounds.

"What's this thing for?" Applejack asked, poking at a stand with a heart on top of it.

"The last page of the book mentioned a Crystal Heart as the faire centerpiece. So I used my magic to cut one out of a crystal block."

"Nice work Twi. I think we're ready to get this faire up and running!" Applejack said, eager to see the Crystal Ponies happy.

Up on a Palace Balcony a few minutes later

Pinkie took a deep breath before blowing into the Crystal Flugelhorn, making a less than pleasing sound erupt from the instrument as Twilight, Cadance, and Shining Armor made their way to the edge of the balcony.

"Hear ye hear ye" Twilight began, loud enough for the ponies below to hear. Though before she could continue, Pinkie took a deep breath and blew the horn again. Earning confused looks from the others on the balcony.

"My bad" Pinkie said with a nervous chuckle, putting the horn away.

"Ahe-hem." Twilight cleared her throat before continuing. "Hear ye hear ye! Princess Cadance and Prince Shining Armor do cordially invite you to attend the Crystal Faire!"

At the mention of that, all the crystal ponies perked up and their coats and manes regained color and life. Though they weren't fully crystalline again, they were much more upbeat and happy as they made their way to the faire.

"Come on in ya'll." Applejack welcomed the ponies as she lead them through the faire. "Games are that a-way. Crafts are that a-way" she said, pointing in their respective directions with her snout. "Crystal heart is in the back near the princess" she said, earning murmurs from the crowd as hope began to fill them.

Rainbow Dash spotted a lone mare and tried her best to get her to try some faire stuff, but only managed to scare her off. "What is with these ponies?" she wondered out loud before she began to eat a Crystal corn on the cob. Sonic just shook his head and smiled, chuckling to himself at Dash's behavior.

"Seeing all of this…makes me feel like I'm starting to remember things before the King" a mare said to her friend, both of whom were still gloomy. Suddenly they both gasped, regaining their color and smiles.

"The Crystal Heart!" they said in unity. "Do you think they really have it?" one asked with hope lacing every fiber of her being.

"Of course we have it" Dash said as she swooped in and draped a fore leg around the mare. "Can't have a Crystal Faire without the Crystal Heart right?" she asked

"Of course you can't" The librarian from before chimed in. "The purpose of the Crystal Faire is to lift the spirits of the crystal ponies so the light within them can power the crystal heart so that the empire can be protected" she said, earning a bigger smile with every word. At that she gasped as her coat regained its color. "I do work at the library!" she said happily.

"What's that about powering the heart?" Dash asked as Applejack moved closer, having heard all that. Both of them had worried looks, knowing this can't be good.

"I just can't believe you found it! King Sombra said he'd hidden it away and we'd never see it again" the librarian said. "I only hope it will still be as powerful after all these years" she said before noticing a food stand.

"Oooh funnel cake" she said before going off to have some. Dash and Applejack looked at each other, they never said a word for both of them knew how bad this was. Dash shot up into the air and grabbed a flag before flying straight to the fake heart and draping it over it and Twilight.

"Why'd you-" Twilight couldn't finish before Dash chimed in.

"I think we may have a problem" Dash said before taking Twilight to talk to her brother and Cadance.

"I didn't know the Crystal Heart was an actual relic" Twilight said, knowing this was getting worse by the minute. "The book didn't mention anything about the Crystal Ponies powering the heart" she flipped through the pages, reaching the end of the book where she could clearly see that a page was torn out.

"There was a page missing" she said in realization of the error, "How did I not notice?" she wondered. Cadance began to bob back and forth as she tried to keep her balance.

"It's alright Twilight" she said before finally collapsing. Shining caught her and the last ounce of her magic slowly flickered out.

"Twily" Shining said to his sister, knowing things just went from bad to worse. They could only watch as the barrier slowly faded and a dark cloud began to make its way into the empire. No longer held back by the barrier, Sombra invaded the defenseless city, his eyes glowing bright as a face began to form from the haze, revealing a triumphant smile as he closed in on the palace.

"The empire is under attack" Shining said before going to Cadance who at this point looked a hell of a lot better and less drained. Having recovered enough from the collapse she began to reform the barrier.

Sombra tried to snake his way through, but ended up with the tip of his horn being cut off as the barrier rose up higher and higher until a dome formed. The tip of his horn landed on the ground and sank in, sparking with his magic.

Cadance struggled to even hold the barrier after it finished forming, though she managed. Once again she had that drained look, the task of making the barrier simple, but maintaining it was excruciating.

"I have to find the Crystal Heart!" Shining said.

"No Shining Armor, you need to stay here with Cadance. She needs you right now" she said before Shining wrapped a foreleg around his wife and held her close.

"I'll retrieve the heart" Twilight said

"Let's do this!" Dash said both of them leaving to inform their friends of the situation.

Griffon Kingdom

"Wow" The Babylon Rogues said in unison as they gazed upon the village. Everywhere they looked they could see Griffons flying, standing, and doing whatever. They could also see young ones running around and playing.

"Wow indeed" Wulok said, "Welcome to my home, my tribe" he said happily.

"Thank you very much" Wave said.

"All these griffons look so happy…" Jet said as he remembered the history of his people. Wave and Storm both looked at him with concern before he shook his head. "I'm fine" he said to them.

"I wish I could brag to other tribe leaders saying that all of my griffons are happy" he said softly. "Sadly about a year or so ago I lost that chance"

"What happened?" Storm asked.

"Gilda happened" he said softly.

"Who's Gilda?" Jet asked.

"One of my tribe's best fliers. She even got to attend Flight School at Cloudsdale. Which would make her an even better flier." He said a hint of sadness creeping in his voice. "Then one day…she came home and said that she witnessed a legend, The Sonic Rainboom"

"Sonic Rainboom?" Wave asked

"It's where you break the sound barrier and produce a vibrant rainbow as you fly" he clarified, "she witnessed her friend, who was but a filly, perform this. Years later she returned to Equestria to visit her friend. When she returned…" he paused, hanging his head low as a frown formed.

"She wasn't the same…she was bitter, hateful…" he said softly. "She attended the Best Young Fliers Competition, hoping to see her friend lose after she learned that Rainbow Dash was participating. She said her smile was wide as she watched Rainbow Dash make mistake after mistake. Then…her hatred multiplied when I saw her after she got home."

"Let me guess Rainbow Dash did another Rainboom thing?" Jet asked.

"Exactly" Wulok said.

"So this Gilda is clearly jealous, but is that a reason to destroy a friendship?" Wave asked.

"She told me that her friend was the one who pushed her away after finding new friends" Wulok said, "but you are correct Wave, even then petty revenge won't make anyone happy" he said before a strange sound filled the air. Wulok directed his attention upwards, seeing three silhouetted figures come in for a landing.

Gilda landed softly, her paws and talons making distinct sounds as they met the stone of the mountain. Mephiles hovered down, no sound coming from him. Metal Sonic landed with a metallic crash.

"Metal Sonic!" Jet shouted, recognizing the metallic creature from the time he tried to ruin the 3rd EX-World Grand Prix.

"Well well well, if it isn't the Three Stooges." Metal Sonic said.

"You know those three?" Gilda asked.

"Of course, I'd recognize those two-bit thieves anywhere" he said.

"Thieves?" Wulok asked, turning to face the Rogues.

"Oh yes, though they aren't the best at it, they still commit it" Metal said earning angry expressions from the Rogues.

"Is this true?" Wulok asked. Wave sighed, knowing they'd been caught. Jet opened his beak to say something before Metal stopped him.

"If you even try to deny it, I have video evidence that I can play on Holographic display for all to see." Metal warned.

"Yes…it's true" Jet said sadly, knowing he was beaten.

"I see" Wulok said "then leave this place. If I ever see the three of you again, I'll have you roasted on an open fire" Wulok warned.

"What?!" Wave asked, scared out of her mind.

"If it's one thing we Griffons are, it's honorable. Thieves such as you are not welcome here!" he said angrily.

"Come on Wave" Jet said, leading his team away from there. "This isn't over tin grin" Jet growled angrily at Metal as they passed.

"Likewise bird brain" he said to them as they walked onward.

"I must thank you for exposing those thieves, who knows what they could've taken" Wulok said.

"No problem Elder" Gilda said.

"Now why have you brought these two with you?" he asked her.

"They'd like to take the initiation. Metal Sonic and Mephiles both" she said, indicating who was who with her arm.

"Very well, they certainly have a positive vote from me after that whole incident" Wulok said. "I shall have your initiations ready within the hour" he said leaving to get preparations underway.

"Soon Sonic, I will have all the emeralds and you will be begging for mercy. Maybe, just maybe I'll be in a merciful mood when I beat you" Metal said to himself, clenching his metallic fist.


	61. The Crystal Empire Part 4

i own nothing except the fanfic

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

The Crystal Empire Part 4

"Rainbow Dash, I need you to do something really important" Twilight said as they made their way to the fairgrounds.

"Anything, just name it" Dash said with a smile.

"I need you to tell the others about this whole mess and help them keep it under wraps while I look for the Crystal Heart"

"But…"

"The heart is powered by love and unity. There won't be a lot of that when they realize the Crystal Heart isn't really there" she said as they made it through the doors of the tower, watching as Applejack did her best to keep the curious away from the heart, while at the same time trying not to draw any attention to herself.

"You have to keep them happy here at the faire"

"Keep the faire going and the crystal pony's spirits high! Done and done!" she said, saluting her friend before flying off to inform everyone else of the situation.

"Twily!" Shining called from the balcony above. "Be careful"

"I will" she said before heading off to find the Crystal Heart.

Meanwhile

The spot where Sombra's horn sank into the ground grew a dull lifeless crystal. Sombra's laughter could be faintly heard near it.

At the faire

Rarity was showing a few Crystal ponies some art made from using straw when Dash showed up and informed her of the situation. Her reaction nearly causing the ball to drop.

"I was just informed they're offering face painting for the little ones" she said, picking up Spike. The ponies just nodded and smiled, buying that. Rarity then began to whisper into Spike's ear about what they needed to do and what Twilight was doing.

"Twilight's doing what?" he asked before running off to find his friend.

"He really loves…having his face painted" Rarity said with a nervous chuckle.

With Twilight

Twilight was walking around, trying to figure out where the Heart was hidden. "Who wants a Flugelhorn?" Dash called out from a nearby stand.

"I want a flugelhorn!" Pinkie said, dressed as a jester. Dash just gained an irritated look before recovering.

"Who else wants a flugelhorn?" this in turn made Pinkie the irritated one. Espio just smiled at the scene, finding it funny.

Twilight stopped and realized where the Heart was, turning her gaze to the palace. "Of course, it's so obvious he'd hide it in the one spot only he had access to" Twilight thought. "Right under the empire's collective nose"

"Twilight wait! I'm coming with you" Spike said as he stopped in front of her.

"No Spike, I have to retrieve the heart by myself" she said, turning to head toward the palace

"I know, I promise I won't lift a claw to help you" he said, folding his arms. Twilight sighed before using her magic to lift him up and place him on her back.

"Not a claw Spike" she said before galloping to the palace. Sonic saw that and grinned at the prospect of exciting adventure. He ran after her, making sure to hold back so she wouldn't notice since he heard that whole "by myself" speech.

"So where are we heading exactly?" Spike asked

"King Sombra would've hidden the Heart where nopony would even dare to look for it" Twilight said

"The Palace?" Spike asked as they entered. "I just hope you're right Twilight"

"You and me both" Twilight said.

Meanwhile

Applejack and Rainbow Dash were doing their best to keep any of the curious away from the fake heart. Which Rainbow was doing a great job at. If you call scaring those who weren't even curious about the heart a great job.

"Uh Rainbow Dash, we're supposed to act like nothing is wrong" Applejack said.

"I know" she said before scaring off a pair of ponies.

"What I mean is, let me guard the fake heart, and you go show them your jousting skills" Applejack said.

"I get ya, seeing my awesomeness does have its way of putting ponies into a pretty good mood" she said before flying off to Fluttershy's petting zoo.

"Come on Knight Fluttershy" Rainbow Dash said, using her head to push her friend along by the flank.

"Huh?" Fluttershy asked, confused and scared.

"It's Showtime" Dash said, in a voice that would make anyone involved scared, no matter who they were. Tails just watched as Fluttershy was whisked away, confused. Changer just blinked as he watched the two of them disappear.

"Dad…is mom gonna be okay?" he asked Tails.

"I really hope so Changer, I really hope so"

With Applejack

"How ya'll doing? Having a great time?" Applejack asked a crystal mare.

"The best I've ever had in a thousand years" she said before Applejack started to move toward her.

"Gotta keep that spirit of love and unity strong so you can power that Crystal Heart." she said. The mare was backing away from her, trying to see the heart.

"I sure would like to see it" the crystal mare said.

"I hear ya, but…" she paused removing her Stetson and fanning her face with it. "Woo, getting a little toasty out here, bet you'd like to cool off with some cold Crystal nectar" she said. The mare smiled and headed toward the booth that AJ was indicating. She breathed a sigh of relief before turning and noticing a pony was getting way too curious. Thankfully Knuckles was to the rescue on that one.

"You try the crystal fritters yet?" he asked, "made from the sweetest Crystal Apples" he held out a nice hot bowl of fritters, the pony regained his color and smiled hungrily at the fritters.

"I hear there's a jousting match about to start, don't wanna miss that" Applejack said to a mare that was heading straight for the heart. Knuckles handed the bowl to the pony and watched as they both left.

"That was too close" he said.

"Yeah, thanks for the help hun" Applejack said.

"Don't mention it" he said with a smile.

With Twilight

She was running around with Spike running behind her. She used her magic on anything that wasn't bolted down, trying to find the hiding spot of the Heart.

"It's gotta be here, it's just gotta be" she said. Spike noticed a lump under a rug and moved to see what it was. Sonic moved in trying to stop him and ended up hitting a wall with the dragon on top of him as he hit the floor.

"Not a claw Spike." Twilight said sternly, noticing Sonic and Spike in a heap as she turned to them. "Sonic?" she asked.

"Heya Twilight, heard you were looking for the Heart, well count me in" he said.

"I can't Princess Celestia's orders" she simply said before leaving the room and stopping in front of the entrance to the throne room. She looked up and saw a crystal in the same shape as the one Celestia used to explain how the empire works. Then it clicked, "Of course!" Twilight said happily.

"What's up?" Sonic asked.

"You're still here?" she asked.

"Yeah, can't keep me away from any adventure. Plus this sounds exciting and is way better than running around a fairground" he said. Twilight sighed in defeat, allowing this.

"Did you find it?" Spike asked.

"No, because this isn't Sombra's palace" she said.

"Isn't this where he lived?" Spike asked.

"Yes, but it didn't look like this" Twilight said before concentrating her magic, her aura turning black before it began to bubble with the hatred she was putting in it. A purple aura trail formed from her eyes as she fired a bolt into the crystal, revealing a hidden staircase.

"When did you learn that?" Spike asked.

"A little trick Celestia taught me" she said before using her horn to create a light as she began to descend the stairs. "You both stay here" she said to them before continuing.

"You find anything yet?" Sonic asked after about a minute.

"Not yet, I don't even know how far down this goes" Twilight answered before using her magic and grabbing a crystal from the wall and dropping it down. She perked up an ear to listen for it to hit the bottom floor. After about 4 seconds she cleaned out her ear before listening again, 5 seconds later it hit the floor.

"Can you two see outside?" she asked, scared about how much time was left. Sonic and Spike ran to the window, noticing that the barrier was flickering and Sombra was using the part of him that made it into the barrier to contaminate a crystal structure.

"Yes…Crystals…" Sombra said as a grin formed on his face.

"Not good!" Sonic said.

"Cadance's magic must be fading faster than before!" Spike said before Twilight began to gallop down the stairs. Though a piece of stair broke and she lost her footing, tumbling down before finally stopping herself with her magic just before hitting the ground floor.

"You alright down there?" Sonic called down.

"Yes" Twilight said before teleporting into an upright position and using her magic to try to open a door. The door however moved every time she tried. "What in the?" she wondered as the door moved behind her. She kept trying "Stop moving!" she said, before firing a bolt of hatred at the crystal atop the door. The door opened revealing a blinding light.

"Spike, I think it's here" she said before galloping into the light only to find herself back in Canterlot. "Huh?" she wondered, seeing Celestia's throne in front of her.

"What are you doing here?" Celestia asked in a not too pleased tone from behind her.

"I don't know, I opened the door and"

"And now you must go" Celestia said

"Go? Go where?" she asked

"It doesn't matter to me, you failed the test Twilight!" she said, turning to her angry at her student's failure. Twilight's reaction was nothing short of shock at hearing that.

"I don't understand…the test" she said

"Not only will you not move to the next level of your studies, but you will no longer be studying under me" Celestia said sternly. Twilight felt the tears well up in her eyes.

"You didn't say anything about me not being your student if I failed!" she said, trying not to cry. Celestia draped a wing over her before pushing her toward a stained glass. "Didn't I?" she asked before leaving.

"But…what do I do now?" she asked turning toward the stained glass which showed that Sombra had won. She curled up on the floor and began to cry, Spike's voice echoing softly. Getting louder each time he said her name. Eventually she snapped out of it and found herself sitting in front of the door, which just lead to a wall.

"You okay?" Sonic asked, "You weren't answering us so we came down to see what was up" he said.

"So what's with the wall?" Spike asked, moving closer before the magic activated and he began to freak out.

"Ponyville? But…no! Please don't make me go Twilight!" he said as tears began to fall before Twilight shut the door, snapping him out of it.

"King Sombra's magic, a door that leads to your worst fear" Twilight said.

"We were home, you told me you didn't need me anymore and that you were sending me away" he said as he wiped his tears. Twilight hugged him with a smile.

"A fear that will never come to pass, I'm never going to send you away" she said. "And I'm not gonna fail my…" she stopped, noticing Sonic had opened the door and was under the trance. She sighed before going over and moving him aside before shutting the door. Sonic snapped out of it and was visibly shaking.

"Did you not hear me?" she asked him.

"I heard you, I was just curious." He said, taking a deep breath and sighing.

"What did you see?" she asked.

"Death, destruction, blood, bodies, darkness, fear, anger. A lot of things" he said.

"What was it caused by?" she asked.

"I didn't know until I saw Dash, battle scarred and pissed. She was looking right at me, with sadness and aggression mixed. I started to attack her, and before it could continue you snapped me out of it" he said.

"So the cause of all that bad stuff was…" Spike trailed off.

"Correct…it was me" Sonic said.

"How? You're far from evil" Twilight said.

"Let's just say there's something deep inside of me that I can't really control when it gets out" Sonic said. Twilight nodded.

"Alright, now to pass this test!" she said before filling the crystal above the door with love magic. Allowing them to reach, you guessed it more stairs.

"Really?" Spike asked.

"Come on you two, we've got an empire to save" she said, beginning her walk up the stairs with Sonic and Spike close behind.

Meanwhile

Cadance was struggling to keep her magic going as Sombra's magic began to spread from the crystals he infected. On the other side of the fairgrounds Dash was suiting up in a jousting suit. A crowd having gathered to watch her and Fluttershy joust. Tails and Changer were part of the audience, to help be the moral support Fluttershy needed for this.

Fluttershy walked in, so nervous that she nearly pole-vaulted off her own lance as she moved to her starting point for the joust. Pinkie was helping to entertain and noticed that the barrier was failing. She blew the flugelhorn, more professionally this time since it actually didn't hurt anypony's ears.

Dash smirked and took off at full gallop towards Fluttershy. Fluttershy started to skip before galloping as well. She stopped short and felt Dash's lance slam into her sending her flying into a pile of hay. Dash earned cheers from the spectators as she moved over to help Fluttershy up.

"Isn't there somepony else that could take over the jousting demonstration with you?" she asked, curling up and shivering in fear.

"The fate of an entire empire rests on us. It's up to us to show these ponies a good time. But I mean if you don't want to do that" she said, trying to place guilt onto the timid Pegasus. Fluttershy stuck out her bottom lip and began to whimper before soft sobs escaped her as she hid her face.

"Okay okay, I'll take it easy on you next time" Rainbow Dash said. Fluttershy smiled at that, feeling more relaxed. "But not too easy, I've got a reputation to maintain!" she said, earning a frown from her friend before she got up and followed her back to the arena.

"I just know this is gonna be massages and bed rest for her" Tails said.

With Twilight, Sonic, and Spike

Twilight and Spike began to pant as they continued to ascend, not reaching the top anytime soon. "What if this is more of his magic?" Spike asked. "A door to your worst fears, what about a staircase that never ends?"

Twilight thought a moment before lifting him onto her back, "Hang onto me" she said. "Sonic, race ya" she said with a grin.

"You're on!" he said before starting to run up the stairs at full speed. Twilight used her magic to flip her and Spike upside down, allowing them to slide on the base of the stairs all the way to the top.

Meanwhile

A crystal stallion turned to see Sombra's magic spreading, immediately his coat lost life and color before Rarity directed his attention to her straw art, which perked him right up. She then continued to make them at a fast pace, Rouge helping her in order to keep them happy. It was too late though, as more of his magic spread and sent the ponies into a panic.

The crystal ponies gathered around the fake heart, not knowing it wasn't the real one and seeing it as their only salvation. Applejack and Knuckles were keeping the ponies at bay.

"I'm running out of materials, I used three pieces of hay and a drinking straw to make a hat!" Rarity said to her.

"We just need to hold out a little longer until Twilight gets back, then the princess can finally take a break" Applejack said.

"She isn't looking too good, I doubt this barrier will last much longer" Knuckles said.

"They better hurry then, even I can't keep this party going forever!" Pinkie said as she juggled flugelhorns while balancing on a ball. She then lost her balance, sending the ball into the fake heart and causing it to fall onto the ground. The sight of the fake heart didn't really do much to raise the hopes of the crystal ponies.

"This isn't the Crystal Heart" a stallion said.

"Well of course not, the real one is" Rarity said, trying to find an excuse.

"On its way" Applejack said.

"I was going to say being polished, to buy us more time" Rarity said to her.

"Oops" Applejack said as the barrier flickered more and Sombra could be heard laughing in triumph.

With Twilight

"Good thing I studied gravity spells thinking it was going to be on my test! Turns out I was prepared for this! Woohoo!" she said, before they reached the top and she undid the spell causing her and Spike to land on top of Sonic.

"I was wondering where you were…I've been up here for a while now" Sonic said. Twilight just stuck her tongue out at him before they all stood and gazed at the real Crystal Heart, which was glowing faintly and emitting a beating sound as if it where pumping light instead of blood. As soon as Twilight stepped on the floor under it an alarm was triggered, to which Sombra responded to by using his magic to cage her. Luckily she managed to knock the heart out of the area and toward Spike and Sonic.

"Where's the heart?" Twilight asked

"Over here" Sonic said.

"Okay, stand back you two" Twilight said before using a teleport spell, only to be dragged back into the cage by Sombra's magic.

"Okay...Chaos Control!" she said only to receive the same result. Sombra felt that, a new energy and when he traced it to find where the residual on Twilight came from he found a crystalline object practically radiating with power. He grinned as he now had a new target, whatever that gem was.

"You have to get out of there and pass the test!" Spike said.

"There may not be enough time for me to get out of here. And Sombra is already attacking…he could reach my family…my friends…" she said thinking. "Spike, you have to take the heart to the faire, and Sonic you'll help him." She said.

"But Twilight" Spike began to protest

"There's no time, just go"

"But"

"Go!" she shouted, at that Spike picked up the heart and Sonic picked him up before getting out of there.

Meanwhile

"Don't you worry your pretty little crystal heads, the real Crystal Heart is on its way!" Applejack said from the balcony.

"I don't know if they believe you" Rarity said to her.

"Don't know if I believe me"

"Sensors indicate that subject Cadance will soon be out of magic" Omega said.

"How soon?" Shadow asked before Cadance's magic slowly moved from the base of her horn to the tip before it flickered off.

"That soon" Rouge said as the barrier finally vanished.

"I can't take it!" a pony said before running away and right into Sombra, "K-King Sombra!"

"My crystal slaves!" he said with a smile before finding Shadow and immediately going straight for him, blasting his emerald with a bolt of hatred, which just rolled off of it. Though it was enough for him to establish a link and land on a dead crystal spire, fully restored to his former self.

Spike and Sonic were on their way down before a tangle of dead crystals managed to catch them, crystal heart and all.

"Dammit!" Sonic shouted.

"New faces, I don't think I've ever seen your type" Sombra said, "you'll do well serving me and finding more of those" he said indicating the emerald with a hoof.

"Of course if you just tell me where to find more I can surely" he was cut off by a chaos spear striking his face.

"Damn that was annoying" Shadow said, earning a growl from Sombra.

"How dare you? Worthless inse" he was cut off by another to the face.

"Word to the wise, Shut up" Shadow said with a smirk.

"I'll make you regret that!"

"Well come on bring all 4 feet of you, or should I count your stupid hair?" Shadow taunted.

Sombra growled, readying a spell as Shadow readied a chaos spear, both of them ready to clash. The fate of the empire, hangs in the balance.

* * *

i hid a DBZ Abridged reference. go me.


	62. The Crystal Empire Finale

i own nothing except the fanfic

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

* * *

The Crystal Empire Finale

Sombra fired a bolt of Negative Magic at the black and red hedgehog before him, which Shadow swiftly dodged before launching several Chaos Spears with the wave of his arm. Sombra created a black shield around him that absorbed the spears before changing them and launching them back. The Negative Spears were purple with black electricity crackling on them as they rocketed toward Shadow. Shadow used Chaos Control to move out of the way in time, glaring up at Sombra.

Sombra exited his shield smirking at the hedgehog. "Honestly you should make it easier on yourself and just give me that gem you're holding."

"Not a chance." Shadow said as his body began to glow red.

"Very well…don't say I didn't warn you!" Sombra shouted as he teleported to Shadow only to have his throat latched onto by Shadow's hand.

"Gotcha" Shadow said with a smirk. "Chaos Blast!" he shouted unleashing the energy. Sombra screamed as Shadow held him in place. The energy burning and tearing at Sombra from every angle.

The ponies of the empire looked up, watching as their king was being bested. Hope began to fill their hearts as they watched the fight, though at the same time they felt scared for none knew what Sombra was truly capable of.

Sombra panted as he tried to stead himself on his hooves, his body smoldering. Shadow pulled his arm back and threw a punch into the side of Sombra's muzzle. The king stumbled as he got closer to the edge of the balcony. Shadow fired a Chaos Spear up into the air before rushing Sombra and kicking him high into the air where he met the Spear. Shadow used Chaos Control and delivered a punch to Sombra as he caught him in the descent.

Sombra hit the ground with a loud crash and Shadow teleported down to him. Sombra lay within a small crater with the ground around the edges cracked from the force of the impact. He looked around and noticed all the ponies had found a safe place to hide to avoid being collateral.

"What's wrong? What happened to all that big talk Sombra?" Shadow taunted.

Sombra growled before standing up suddenly and launching Shadow with a negative pulse. Shadow hit the outer wall of the palace before falling flat onto his face.

"Don't be so cocky! I haven't even begun to fight!" Sombra said before making stalagmites of dead crystal rise from the ground quickly. Shadow felt the ground shake and quickly rolled and got onto his feet, moving away from the attack as he zoned in on Sombra. His jet shoes activated allowing him to skate towards his target. Sombra grinned, using a Negative Tendril to grab Shadow and pull him closer.

"Welcome to my world!" he said before a dark sphere encased them both. Shadow soon realized he wasn't restrained and looked around. Taking note that the whole area was pitch black and the only indication of a floor where slight ripples that were visible whenever he took a step. Sombra's laughter could be heard as a faint echo in the endless expanse of darkness. Shadow perked his ears, trying to pinpoint the source of the laughter.

"Peekaboo!" Sombra said before his glowing eyes appeared below Shadow and launched him with a negative pulse. Sombra moved in for another attack, grinning the whole time. Shadow turned and quickly fired a Chaos Spear, hitting Sombra in the face.

"I see you!" Shadow said before using Chaos Control to stop time before landing and setting multiple Chaos Spears to strike Sombra. He ended the Chaos Control and watched with a grin as the Spears all struck Sombra at the same time.

"Insolent rodent!" Sombra shouted in rage before fading into the abyss of darkness again. Shadow could feel a tingling sensation begin to form all over his skin; he began to scan the area trying to find Sombra. Shadow soon felt pain in the form of a small bolt of negative magic striking him. This was followed by another, then another until soon enough his entire body was under assault by hundreds if not thousands of those little bolts. He screamed in agony from the attack.

Meanwhile

Sonic was doing his best to get out of the hold those crystals had on him, but no matter how much he struggled he couldn't get free. Spike looked down at the heart still in his claws and sighed sadly.

"We failed Sonic…" he said.

"Don't say that Spike, I'll get us out of this and we'll save the empire…I just gotta think…" Sonic said, trying to find a way out of this.

"We're not coming down anytime soon at that rate…" Spike said

Meanwhile

Shadow panted as he held himself up by his hands and knees, his body smoldering from the earlier assault. He coughed before spitting out some blood and slowly standing up.

"Poor misguided creature, you came here thinking you could best me. Yet you know not the true extent of my power." Sombra said. Shadow just stood there, his head hanging low a bit and his eyes closed. "Do you hear me rodent?! You are dealing with King Sombra! The most powerful unicorn to have ever existed! You have no chance; such is the fate of such a lesser creature"

Shadow raised his head and opened his eyes, displaying anger and determination. "You'd do wise to not underestimate me!" Shadow shouted to the darkness as he entered Chaos Boost level 3 and released his inhibitor rings. His entire body glowing with power and soon becoming a bright crimson as he focused all his anger, "Chaos Blast!" he shouted, the energy being unleashed. Sombra screamed in pain as he was hit by the attack, the pain began to mix with shock as he realized his Dark Zone spell was shattered by that attack. The energy ceased and Sombra opened his eyes, seeing Shadow right there in front of him.

"Welcome to my world, bitch!" Shadow said before punching him hard enough to send him through several buildings. Sombra skidded to a halt, standing and spitting the blood from his mouth. Shadow just glared at the unicorn, his inhibitor rings returning as he panted from using so much energy.

"Who…what…are you?" Sombra asked.

"I'm the Ultimate Lifeform Shadow the Hedgehog!" Shadow proclaimed with pride.

"Sonic Wind!" Sonic shouted, watching as the blade of air cut a part of one of the crystals. "Come on…Sonic Wind!" he shouted, the blade this time freeing Spike from one of the restraints, Sonic used it again and managed to free Spike.

"Go Spike! Save the Empire!" Sonic shouted. Spike nodded and proceeded with Crystal Heart in hand.

"Hey! I've got the Crystal Heart!" Spike shouted, gaining everyone's attention as he held the heart high. Sombra glared at the dragon as he re-entered his ethereal form and rushed towards him.

"That is mine!" Sombra shouted heading right for him. Shining picked up Cadance and threw her at the Dragon, she used her wings to give herself a boost and grabbed him before descending to where the Crystal Heart needed to be placed. Sombra roared in anger as he was denied the heart.

"The Crystal Princess!" Some ponies exclaimed as they watched her.

"Crystal Ponies, fill the Crystal Heart with your love and unity so that we may defeat Sombra once and for all!" Cadance said. The ponies obliged, their coats becoming vibrant as they bowed their heads and filled the heart. The heart glowed brighter and brighter before unleashing its power, completely covering the whole empire. Sombra looked down at his hooves which were starting to break apart from the heart's power. His entire body began to glow as he roared in pain before he shattered into pieces and faded away into nothingness.

The pulse of energy created a light show in the sky and a barrier to protect the empire. Not only that, but everyone's coats became very crystal like. Shadow looked down at his sparkling fur and his eye twitched. Sonic, finally free and back with the others was admiring the shine of his crystalline coat.

Twilight sighed happily as she looked at the scene below. "You did it Spike" she said as she relaxed for the first time since they got there.

Later

"Oh I do so wish those crystal coats were permanent." Rarity said as they left the empire, everyone back to non-crystalline coats.

"Well things are better when they're a 'Rarity'" Applejack said with a wink causing Rarity to blush.

"Aw" she said to her farmer friend, finding that very cute and heartfelt.

"So you all heading back to Canterlot?" Shining Armor asked as he walked them all to the train station.

"That's the plan" Twilight said with a smile, "We have to tell the princess that all is well in the Empire" she added.

"Well I hope when you guys aren't being on duty heroes you can come visit" he joked. Twilight smiled before giving her big brother a hug.

"We promise that will be soon" she said as they reached the train and prepared to board.

"Oh one last thing Twilight" Shining said

"Yes?" she asked, turning mid stride to look at him.

"You're going to be an Aunt" He said

"Say wha?" she asked, her expression showing utter shock as his words were processed.

"I'm pregnant Twilight" Cadance said with a smile. Twilight blinked before her face and horn lit up before a giant explosion of magical fireworks that made Trixie's jaw drop in awe occurred. Twilight cheered happily before hugging her brother and sister in law.

"I'm so happy for you two!" she said, doing her best to contain her squeals and failing. Shadow pulled Shining closer.

"Do you realize that I now have to sit next to that for the next 2 ½ hours?" he asked sternly, indicating Twilight being all super girly.

"Well I didn't really have a chance to tell her before, besides you guys were here on business" he said with a nervous grin.

"I'll get you back for this, mark my words" Shadow said dangerously as he turned to board the train, grabbing Twilight by her mid-section and lifting her up over his shoulder before carrying her into the train with him. Twilight squealed when he did that, a rather cute squeal at that.

"Put me down!" she shouted, blushing madly.

"Bye Twilight, don't forget to write!" Shining and Cadance said as Twilight and Shadow entered the train. The others saying their byes before following them in. Shadow set Twilight down on the seat.

"Stay" he said as he sat down.

"Do you think I'm a dog?" she asked, a little offended by that before a book was held to her. With a happy squee she used her magic to take the book and began to read.

"Peace and quiet" Shadow said quietly with a smirk.

"How about a nice train riding song?" Sonic asked, earning some nods as the train began to move. Shadow shot a dangerous glare in his direction, however this only prompted Sonic to continue.

"I know a song that gets on everybody's nerves" Sonic began to sing

/One of these days I'm going to kill you where you stand Sonic/ Shadow thought angrily as he tried to ignore the song.

Canterlot

The train slowly came to a stop, the doors opening and allowing our heroes to exit. Twilight wasted no time in heading to the princesses. Everyone else stayed at least 5 feet away from Shadow, who was glowing a bright red.

"How long's he been like that?" Applejack asked Knuckles

"A good hour maybe" he answered. Sonic just had this nervous grin on his face, trying not to meet Shadow's gaze, since he knew that was where it was being cast.

In the palace

"Well done Twilight Sparkle, you and your friends saved the empire and helped to preserve Harmony for all of Equestria" Celestia said, showing her student and Spike the new stained glass that showed Spike holding the crystal heart high, and the others joined together to help repel Sombra. Sombra and Shadow being shown at the two higher points and larger than the others to signify their conflict.

"You flatter me" Shadow said as he saw that.

"When did you get here?" Twilight asked.

"A minute ago, had to take care of something first" he said

With the others

"Sonic?" Tails asked, poking at the limp body of his friend. Sonic having been beaten and charred by Shadow's Chaos Blast. "You alright?"

Sonic slowly and shakily moved his hand to give him a thumbs up before letting it fall back down.

"He'll be fine" Tails said with a smile.

Back in the Palace

Shadow and Spike were looking at the stained glass while Twilight talked to Celestia.

"How's it feel to be seen as a hero for an entire empire?" he asked the dragon.

"I'm not too sure" Spike said "I guess awesome is one word to describe it" he said with a smile. Shadow chuckled at that, patting him on the head.

"One day you'll be able to prove yourself a true hero" he said.

"There's a difference?" Spike asked.

"A true hero is one that puts everything they have on the line to stop something only they can stop. Whether they survive or not, they're still a true hero" Shadow said

"I'm not sure I'd be ready for that…I mean everything weighing on my shoulders and me being the last hope…" he said before noticing Shadow was eye level with him.

"I never thought I'd be ready to make any kind of sacrifice like that, until the time came. The worst you can do is hesitate, especially when you know you've yet to play your hand" he said. "Never give up, never give in, stand tall and fight for all you care for" Shadow said. "That's a true hero, and someday, that will be you"

Spike smiled at that, "Thanks Shadow, though I'm still unsure"

"When the time comes, you'll know for sure. So don't worry" he said before the baby dragon gave him a hug. Shadow smiled and hugged him back.

"Aw, that's so cute" Twilight said, having seen that. Shadow and Spike backed out of the hug, blushing.

"Ready to go?" Shadow asked

"Yep" Twilight said before she left with those 2 and met up with their friends. Boarding the train and heading home.

Luna walked up to Celestia as they watched the train leave, holding a book with her magic. The sisters giving each other knowing glances.

With the Babylon Rogues

"So just go south from here?" Wave asked

"Yes, Equestria is just across the sea." The griffon said.

"Thank you" Wave said before relaying to the boys what she found out when she got back to them at the shore line.

"Coincidentally our boards have power" she said giving them their boards.

"Let's just hope it's enough" Jet said before getting on his and riding it over the waves towards Equestria with Wave and Storm following.

With Metal and Mephiles

Wulok smirked as he drew a symbol on the foreheads of Metal Sonic and Mephiles. "This symbol means Hatchling. Once you've passed our trials of Mind, Body, and Spirit. You will be given a new symbol meaning Brethren" he said as he finished. "Your first test is that of the Body, through this door you will be tested on strength, endurance, and balance" he said, opening the door for them. Metal and Mephiles entered a sort of arena through the door, where several burly griffons were waiting.

"Your test begins now!" Wulok said. Mephiles smirked, holding his hand out to fire a dark blast. Though something was wrong, he couldn't feel any of his energy channel. Metal Sonic began to initiate a scan only to receive a short circuit and finding nothing beyond his motor control and current thinking was working properly.

"I think we have a problem…" Mephiles said as the Griffons began to move in on their now defenseless prey.

* * *

Sorry this took so freaking long. my writing inspiration has been dwindling as of late. though recently some sparks have occurred and i'm now going to do my best to update this more regularly. though with a deadline to get back into college courses looming and a job i might end up getting soon, it might be a neat little wrench to my plan. i'll be sure to let you all know what's up when stuff goes down.


	63. Body Check

i own nothing except the fanfic and those 3 mystery Zebras.

MLP:FIM is copyright of Hasbro and Lauren Faust. Sonic is copyright of Sega and Sonic Team

quick A/N a reader by the name of Nelson since he is a guest and not a member, has asked me if these 3 trials for Metal and Mephiles was a reference to Sonic 06 where Sonic had those trials to do before doing Kingdom Valley. and to answer that question, no. it is not a reference to that, it's actually purely coincidental. good eye though.

now then on to the story.

* * *

Body Check

"What the hell is the meaning of this?!" Metal said, finding not a single weapon worked.

"That symbol means Hatchling, thus, you have lost all abilities as if you were just born" Wulok said with a smirk.

"Clever, it's magic…" Metal said before he and Mephiles were rushed by the griffons. Mephiles dove out of the way while Metal vaulted over the attackers. One griffon turned and swung his talons at Metal. Metal stepped out of the range before quickly grabbing the griffons arm and pulling him into a knee to the stomach. The griffon coughed as he felt the air leave his lungs from the hit before being tossed aside. Hitting the wall and falling to the ground in a heap.

Mephiles moved smoothly as he dodged attack after attack, backing up slowly as he did so. He stopped when he felt he bumped into something, something alive. Turning quickly he was met with a swipe of a griffons talons. He was launched from the impact, slamming into a wall.

Metal dodged a talon swipe only to be caught in a full-nelson. He watched as a griffon ran at him from the front to punch him. He used the arms of the griffon restraining him as a support, lifting his lower half up and curling his legs up before using his hydraulics to kick them both into the other Griffon. The force of the impact sending the attacker flying, while the one holding him was sent backwards from the recoil, Metal still in his grip. The griffon slammed into a wall before his grip lessoned and Metal was freed, he quickly delivered a roundhouse kick to the still standing griffon, knocking him to the floor.

"You can't possibly hope to get the better of me, even without my weapons, I am far more superior than you sacks of flesh." Metal taunted, incurring the wrath of several griffons.

Mephiles sidestepped a talon swipe before delivering several quick jabs, making the griffon fall limp. /one thing I definitely have a complete understanding of, it's the anatomy of any creature…I guess I have my past life to thank for that/ he thought before ducking underneath an attempted tackle. Looking around he noticed he was surrounded by at least 5 griffons. He cracked his knuckles, a smirk evident in his mouthless muzzle. One charged at him, earning a sidestep and a quick jab at the base of his wing. The griffon yelped as the rear leg on the same side as the wing went completely limp, causing him to hit the floor.

"One down" Mephiles said before two of them charged at him. One from the front, the other behind. Mephiles moved as soon as they were close, causing them to collide with one another before he quickly struck at their pressure points.

"Three down." He turned to the remaining two, daring them to try and attack him. They obliged and went to tackle him, only to sail over his head and land just short of hitting the wall. He was on them before they even knew it, jabbing them and watching as their limp bodies hit the floor.

Wulok watched with amazement as those two fought his griffons. "Incredible." Was the word that came to mind as he continued to watch them.

Metal was being restrained by several of them, his arms and legs completely immobile while a fifth punched him in the chest before pulling his hand back and shaking it in pain.

"Sorry to disappoint, but I'm not made of weak material." He said as he used his hydraulics to move his arms in front of him, cracking the two griffon holding his arms together, causing them to fall off. He then used the hydraulics to kick each leg with enough speed and force to cause the griffons to go sailing into the wall.

Metal and Mephiles stood triumphant, not a single griffon was standing in that arena. "Very well done, however the test isn't over." Wulok said before clicking his walking stick on the ground 3 times. A door opened and a griffon much larger than the ones those two had just fought walked out, snarling and ready to rip them apart.

"Defeat my strongest warrior and you move on." Wulok said.

"He's most likely slow due to his larger stature, so your speed will be of great use." Mephiles said.

"This is too easy." Metal said, getting ready. Wulok clicked the stick and the griffon rushed at them. Metal and Mephiles found themselves getting body checked into a wall. At that moment they realized they were in trouble. Metal went offline for a few seconds from the force of the impact. Mephiles felt like a semi-truck ran him over twice. The griffon backed up a bit, laughing at how easily he managed to pin them.

"He's so fast…" Metal said, having not expected such speed from something so large. "Though, so am I." he freed himself from the wall before rushing at the griffon at top speed only to be swatted away and into another wall.

Mephiles used this opportunity to move in and jab the behemoth's pressure points. "No good, his muscle is too thick" he said, realizing he didn't have enough strength to hit those points through such thick muscle. The griffon grabbed him and began to squeeze, the audible sound of bones beginning to break from the pressure could be heard along with his screams of agony.

Metal rebooted, seeing the sight in front of him /dammit….how do I beat this thing?/ he wondered before he remembered.

Flashback

"That symbol means Hatchling, thus, you have lost all abilities as if you were just born" Wulok said with a smirk.

End Flashback

/I know one thing I could do straight out of being born/ he thought as he began to glow a golden color, electricity sparking around him before he jetted forward at an intense speed, slamming into the griffon's arm and freeing Mephiles. Mephiles hit the ground, groaning in pain as he felt his bones slowly begin to heal.

"Gotta love being the reincarnation of a creature with a healing factor this powerful" he said to himself as the pain slowly dulled.

Metal charged again and again, slamming into the griffon. The griffon roared with rage as it tried to swat him, to no avail. Metal then charged up beyond his limit, his whole body sprouting a huge electric shield around him.

"Maximum Overdrive!" he said before launching himself at full power, slamming into the griffon and plowing through the wall before making the energy that remained explode, sending the griffon into the chasm below at rocket speed. Metal's body began to smoke as electricity crackled. He began to fall, his CPU offline from the strain. Mephiles grabbed his arm and pulled him back into the arena.

"Just in time." Mephiles said, panting a bit.

"Very impressive, you two have passed the test of the Body" Wulok said, "Now you must prove that you are smart enough to advance in the test of Mind" he began to walk down from his viewing area. "I'll send for you when we're ready, so use this time to relax while you can" he said. Gilda flew in, going over to them and smiling.

"Great job!" she said before noticing Metal's eye panels beginning to light up. "You're awake" she said. Metal just nodded as he stood up before noticing Gilda was taller, same with Mephiles. Looking at his hand he realized that due to the symbol on his head and the usage of his Maximum Overdrive he didn't have the power to remain in Neo form and regressed to his original form, no even beyond that, he had regressed to his Classic form, all short and stout.

"Lovely…" he said with a hint of sarcasm, his voice a little higher pitched and more kid like.

"I think you look cute." Gilda said.

"I am not cute! I am a ruthless killing machine!" he said, enraged.

"That just makes you even cuter!" she said before picking him up and hugging him.

"Put me down this instant!" he yelled, trying to get free. Gilda just squealed happily, nuzzling the tiny robot. "Gilda…when I get back to my original self so help me..." he said threateningly.

Ponyville

"And done!" Rainbow Dash said as she began to put something into an envelope and place said envelope in her mailbox before raising the flag on it.

"What's done?" Sonic asked.

"Oh, I finished my questionnaire that Spitfire gave me to see if I'd be eligible to go to her Wonderbolt Academy." She said, happiness flowing through her. "I mean…can you imagine? I'd be that much closer to living my dream" she said.

"I hope the response letter is your invitation to be a student there" Sonic said.

"Thanks" she said, nuzzling him a bit. Sonic just smiled, petting her mane.

Over the Ocean

Wave, Jet, and Storm flew over the water with their extreme gear. Doing tricks off of waves that formed so that they at least had something else to do while they made their way to Equestria.

"Land Ho!" Storm shouted, pointing to a shoreline in the distance.

"That must be Equestria! Let's go!" Jet said before their boards began to sputter.

"Uh oh." Wave said, "Our boards are gonna give out!" she shouted.

"Grab your boards and get ready to fly!" Jet said as he began to focus on his Zero Gravity bracelet. The other two nodded before doing the same. The three leapt into the air with their boards before initiating a Zero Gravity rush, allowing them to use their momentum to fly weightlessly to the shore line. Electricity began to crackle around the gems of the bracelets and gravity was slowly returning.

Just short of dry land they all fell straight down as the Zero Gravity ended, hitting the water with a huge splash. They swam the rest of the way, climbing onto shore with their boards and collapsing, panting.

"That…sucked!" Jet said, lying sprawled out in the sand. "Our bracelets are jacked, our boards are toast…could this get any worse?" he tempted fate before a wave crashed down onto the shore, soaking them.

"I was joking!" Jet yelled at the sea, sitting up. He froze when he felt something against the back of his neck, something pointed. Wave and Storm were in a similar position, spears being pointed at them by Zebras.

"Well now, who do we 'ave 'ere mates?" One asked.

"I'd say it's something worth capturing." Another said.

"Think they're spies?" the third asked.

"If they are, they did a crappy job of keeping 'emselves 'idden" the first said, "We'll know 'at we need to know from 'em" he said before they struck the rogues, knocking them unconscious before taking them and their boards to a holding cell.


End file.
